Common use of Restrictions on Secured Debt Clause in Contracts

Restrictions on Secured Debt. (a) If the Company or any Restricted Subsidiary shall after the date of the Indenture incur, issue, assume or guarantee any loans, whether or not evidenced by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinafter, “Debt”) secured by pledge of, or mortgage or lien on, any Principal Property of the Company or any Restricted Subsidiary, or on any shares of Capital Stock of or Debt of any Restricted Subsidiary (mortgages, pledges and liens being hereinafter called “Mortgages”), the Company shall secure or cause such Restricted Subsidiary to secure the 2020 Notes (and any other Debt Securities issued under the Indenture to the extent the terms thereof so provide) equally and ratably with (or, at the Company’s option, prior to) such secured Debt, so long as such secured Debt shall be so secured, unless the aggregate amount of all such secured Debt would not exceed 15% of Consolidated Net Assets. (b) The restrictions set forth in paragraph (a) in this Section 3.02 will not apply to, and there will be excluded from secured Debt in any computation under such restrictions, Debt secured by: (i) Mortgages on property of, or on any shares of Capital Stock of or Debt of, any corporation existing at the time such corporation becomes a Restricted Subsidiary; (ii) Mortgages in favor of the Company or any Restricted Subsidiary; (iii) Mortgages on property, shares of Capital Stock or Debt existing at the time of acquisition thereof (including acquisition through merger, consolidation, purchase, lease or some other method) or to secure the payment of all or any part of the purchase price thereof or cost of construction, development, refurbishment, or improvement thereon or to secure any Debt incurred prior to, at the time of, or within 360 days after the later of the acquisition of such property, shares of Capital Stock or Debt or the completion, development, refurbishment or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment or improvement thereon; (iv) Mortgages securing obligations issued by a state, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the Holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations; (v) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing paragraphs (1) to (5), inclusive; provided, however, that such extension, renewal or replacement Mortgage shall be limited to all or part of the same property, shares of Capital Stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and the principal amount of Debt secured by such Mortgage immediately prior to such extension, renewal or refunding is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programs. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) The provisions of Section 1008 of the Base Indenture shall not apply to the Notes, and the following provisions shall apply in lieu thereof: If the Company or any Restricted Subsidiary shall after the date of the Indenture incur, issue, assume or guarantee any loans, whether or not evidenced by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinafter, “Debt”) secured by a mortgage, pledge of, or mortgage or lien on, (“Lien”) on any Principal Property assets or property of the Company or any Restricted Subsidiary, or on any shares of Capital Stock of or Debt of any Restricted Subsidiary (mortgages, pledges and liens being hereinafter called “Mortgages”other than Permitted Liens), the Company shall secure will provide or cause such Restricted Subsidiary to secure provide that the 2020 Notes (and together with, if the Company shall so determine, any other Debt Securities issued under of the Indenture Company or its Subsidiaries then existing or thereafter created which is not subordinated to the extent the terms thereof so provideNotes) be secured equally and ratably with (or, at the Company’s option, prior to) such secured Debt, so long as such secured Debt shall be so secured, unless the aggregate amount of all such secured Debt would not exceed 15% of Consolidated Net Assets. (b) The restrictions set forth in paragraph (a) in this Section 3.02 will not apply to, and there will be excluded from secured Debt in any computation under such restrictions, Debt secured by: (i) Mortgages on property of, or on any shares of Capital Stock of or Debt of, any corporation existing at the time such corporation becomes a Restricted Subsidiary; (ii) Mortgages in favor of the Company or any Restricted Subsidiary; (iii) Mortgages on property, shares of Capital Stock or Debt existing at the time of acquisition thereof (including acquisition through merger, consolidation, purchase, lease or some other method) or to secure the payment of all or any part of the purchase price thereof or cost of construction, development, refurbishment, or improvement thereon or to secure any Debt incurred prior to, at the time of, or within 360 days after the later of the acquisition of such property, shares of Capital Stock or Debt or the completion, development, refurbishment or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment or improvement thereon; (iv) Mortgages securing obligations issued by a state, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the Holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations; (v) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing paragraphs (1) to (5), inclusive; provided, however, that such extension, renewal or replacement Mortgage shall be limited to all or part of the same property, shares of Capital Stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and the principal amount of Debt secured by such Mortgage immediately prior to such extension, renewal or refunding is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programs. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are other Debt is so secured by such Lien. For purposes of determining compliance with this covenant, (a) a Lien securing an item of Debt need not be permitted solely by reference to one category of permitted Liens (or any portion thereof) described in the definition of “Permitted Liens” but may be permitted in part under any combination thereof and (b) in the event that a Lien securing an item of Debt (or any portion thereof) meets the criteria of one or more of the categories of permitted Liens (or any portion thereof) described in the definition of “Permitted Liens,” the Company may, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such Lien securing such item of Debt (or any portion thereof) in any manner that complies with this covenant. In addition, for purposes of determining compliance with this covenant, the Company may elect, pursuant to an officers’ certificate delivered to the Trustee, to treat all or any portion of the commitment under any Debt (and any refinancing with respect thereto) (any such commitment, a “Designated Commitment”) as being incurred at such time and being secured by a Lien at such time, in which case (a) any subsequent incurrence of Debt under such commitment or refinancing or incurrence of Liens to secure such Debt, as the case may be, shall not be deemed, for purposes of this calculation, to be an incurrence at such subsequent time and (b) without duplication, Debt in an amount equal to the amount of such commitment shall be deemed to be outstanding (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (ccommitment is funded) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall applyuntil such commitment is terminated.

Restrictions on Secured Debt. (a) If the The Company or will not itself, and will not permit any Restricted Subsidiary shall after the date of the Indenture to, incur, issue, assume or guarantee any loans, whether or not evidenced by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinafter, “Debt”) ), secured by pledge of, or mortgage or lien on, any Principal Property of the Company or any Restricted Subsidiary, or on any shares of Capital Stock stock of or Debt of any Restricted Subsidiary (mortgagessuch pledges, pledges mortgages and liens being hereinafter in this Section 4.09 called “Mortgage” or “Mortgages” and such debt secured by such Mortgages being hereinafter in this Section 4.09 called “Secured Debt”), without effectively providing that the Notes of each series (together with, if the Company shall secure so determine, any other indebtedness of the Company or cause such Restricted Subsidiary to secure the 2020 Notes (and any other Debt Securities issued under the Indenture then existing or thereafter created which is not subordinate to the extent the terms thereof so provideNotes) shall be secured equally and ratably with (or, at the Company’s option, or prior to) such secured Secured Debt, so long as such secured Secured Debt shall be so secured, unless after giving effect thereto, the aggregate amount of all such secured Secured Debt plus all Attributable Debt of the Company and its Restricted Subsidiaries in respect of any Sale and Leaseback Transaction (as defined in Section 4.10 below) would not exceed 1510% of Consolidated Net Tangible Assets. (b) The restrictions set forth in paragraph (a) in ; provided, however, that this Section 3.02 will 4.09 shall not apply to, and there will shall be excluded from secured Secured Debt in any computation under such restrictionsthis Section 4.09, Debt indebtedness secured by: (i1) Mortgage on such property or shares of stock or Debt existing as of the date of this Indenture; (2) Mortgages securing only the Notes; (3) Mortgages on such property of, or on any shares of Capital Stock stock of or Debt ofof any Person, any corporation which Mortgages are existing at the time (A) such corporation Person became a Restricted Subsidiary, (B) such Person is merged into or consolidated with the Company or any Subsidiary or (C) the Company or a Subsidiary merges into or consolidates with such Person (in a transaction in which such Person becomes a Restricted Subsidiary), which Mortgage was not incurred in anticipation of such transaction and was outstanding prior to such transaction; (ii4) Mortgages in favor of the Company or any Restricted Subsidiary; (iii5) Mortgages in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute; (6) Mortgages on property, such property or shares of Capital Stock stock or Debt existing at the time of acquisition thereof (including acquisition through merger, merger or consolidation, purchase, lease ); (7) Mortgages on such property or some other method) shares of stock or Debt to secure the payment of all or any part of the purchase price or construction cost thereof or cost of construction, development, refurbishment, or improvement thereon or to secure any Debt incurred prior to, at the time of, or within 360 180 days after the later of after, the acquisition of such propertyproperty or shares or Debt, shares the completion of Capital Stock or Debt any construction or the completioncommencement of full operation, development, refurbishment or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment or improvement thereonconstruction cost thereof; (iv) 8) Mortgages securing obligations issued by a state, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, incurred in the opinion of tax counsel of recognized standing or in accordance connection with a ruling issued by Sale and Leaseback Transaction satisfying the Internal Revenue Service, includible in gross income of the Holder by reason provisions of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations;4.10; and (v) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi9) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing paragraphs clauses (1) to (5)8), inclusive; provided, however, provided that such extension, renewal or replacement Mortgage shall be limited to all or a part of the same property, such property or shares of Capital Stock stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and the principal amount of Debt secured by such Mortgage immediately prior to such extension, renewal or refunding is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programs. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If the The Company or will not itself, and will not permit any Restricted Domestic Subsidiary shall after the date of the Indenture to, incur, issue, assume or guarantee any loans, whether or not evidenced indebtedness for borrowed money represented by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for borrowed money (such notes, bonds, debentures or other similar evidences of indebtedness for borrowed (hereinafter, money being hereinafter in this Article called “Debt”) ), secured by pledge ofa Mortgage on any Principal Domestic Property, or mortgage or lien on, any Principal Property of the Company or any Restricted Subsidiary, or on any shares of Capital Stock of stock or Debt of any Restricted Subsidiary (mortgagesDomestic Subsidiary, pledges and liens being hereinafter called “Mortgages”), the Company shall secure without effectively providing or cause such Restricted causing its Domestic Subsidiary to secure provide that the 2020 Notes (and any other Debt Outstanding Securities issued under the Indenture to the extent the terms thereof so provide) shall be secured equally and ratably with (or, at the Company’s option, or prior to) such secured DebtDebt (for the purpose of providing such equal and ratable security, the principal amount of Outstanding Securities of any series of Original Issue Discount Securities shall be such portion of the principal amount as may be specified in the terms of that series that would be payable upon acceleration of the Maturity thereof at the time of such determination), so long as such secured Debt shall be so secured, unless unless, after giving effect thereto, the aggregate amount of all such secured Debt plus all Attributable Debt in respect of Sale and Leaseback Transactions involving Principal Domestic Properties (other than Sale and Leaseback Transactions permitted pursuant to clause (2) of Section 10.7) would not exceed 15% of Consolidated Net Assets. (b) The restrictions set forth in paragraph (a) in ; provided, however, that this Section 3.02 will shall not apply to, and there will shall be excluded from secured Debt in any computation under such restrictionsthis Section, Debt secured by: (i1) Mortgages on property of, or on any shares of Capital Stock of stock or Debt of, any corporation Person existing at the time such corporation Person becomes a Restricted Domestic Subsidiary; (ii2) Mortgages in favor of the Company or any Restricted SubsidiarySubsidiary thereof; (iii3) Mortgages on property of the Company or a Domestic Subsidiary in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute; (4) Mortgages on property, shares of Capital Stock stock or Debt existing at the time of acquisition thereof (including acquisition through merger, merger or consolidation, purchase, lease or some other method); (5) or Mortgages to secure the payment of all or any part of the purchase price thereof or cost of acquisition, construction, development, refurbishment, development or improvement thereon of the underlying property, or to secure debt incurred to provide funds for any Debt incurred prior tosuch purpose, at provided that the time of, or within 360 commitment of the creditor to extend the credit secured by any such Mortgage shall have been obtained not later than 365 days after the later of (a) the acquisition completion of the acquisition, construction, development or improvement of such property or (b) the placing in operation of such property, shares of Capital Stock or Debt or the completion, development, refurbishment or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment or improvement thereon; (iv6) With respect to each series of Securities, Mortgages securing obligations issued by a state, territory or possession of existing on the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and first date on which the interest a Security of such series is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued authenticated by the Internal Revenue Service, includible in gross income of the Holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligationsTrustee hereunder; (v7) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (incurred in connection with pollution control, industrial revenue or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility)similar financings; (vi8) Mortgages created in substitution of or as replacements for any Mortgages referred to in the foregoing clauses (1) through (7), inclusive; provided, that, based on a good faith determination of an Officer of the Company, the property encumbered under any such substitute or replacement Mortgage is substantially similar in nature to the property encumbered by the otherwise permitted Mortgage which is being replaced; and (9) Any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Debt secured by any Mortgage referred to in the foregoing paragraphs clauses (1) to through (5)8), inclusive; provided, however, that (i) such extension, renewal or replacement Mortgage shall be limited to all or a part of the same property, shares of Capital Stock stock or Debt debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property, and plus any property relating to a specific project, the completion of which is funded pursuant to clause (ii)(b) below) and (ii) the principal amount of Debt secured by such Mortgage immediately prior to at such extension, renewal or refunding time is not increased (except any increase in other than (a) by an amount equal to any related financing costs (including, but not to exceed limited to, the amount of any unfunded commitments accrued interest and premium, if any, on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programs. (c) In addition to the provisions of paragraphs (aDebt being refinanced) and (b) where an additional principal amount of this Section, Debt is incurred to provide funds for the Company and the Guarantors shall equally and ratably secure the 2020 Notes completion of a specific project that is subject to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests a Mortgage securing the Credit Facilities are permitted pursuant Debt being extended, refinanced or renewed, by an amount equal to the foregoingsuch additional principal amount). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If the The Company or will not itself, and will not permit any Restricted Subsidiary shall after the date of the Indenture to, incur, issue, assume assume, or guarantee any loansDebt, whether or not evidenced by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinafter, “Debt”) secured after the date hereof by pledge of, or mortgage or lien on, Mortgage on any Principal Property of the Company or any Restricted Subsidiary, Subsidiary or on any shares of Capital Stock of or Debt of any Restricted Subsidiary Subsidiary, without effectively providing that all the Securities Outstanding (mortgagestogether with, pledges and liens being hereinafter called “Mortgages”), if the Company shall secure so determine, any other Debt of the Company or cause such Restricted Subsidiary then existing or thereafter created which is not subordinate to secure any of the 2020 Notes (and any other Debt Securities issued under the Indenture to the extent the terms thereof so provideSecurities) shall be secured equally and ratably with (or, at the option of the Company’s option, prior to) such secured Debt, so long as such secured Debt shall be so secured, unless unless, after giving effect thereto, the aggregate amount of all such secured Debt of the Company and its Restricted Subsidiaries (excluding any Debt secured by Mortgages permitted to be incurred by clauses (a) through (k) below) would not exceed 15% the Applicable Percentage of Consolidated Net Assets. (b) The restrictions set forth in paragraph (a) in ; provided, however, that this Section 3.02 will shall not apply to, and there will shall be excluded from secured Debt in any computation under such restrictionsthis Section, Debt secured by: (a) any Mortgage if an amount of cash equal to the net proceeds of the Debt secured by such Mortgage is used within 12 months of the creation, incurrence or assumption of such Mortgage to (i) acquire additional property or assets (or to make investments in persons who, after giving effect to such investments, will become Subsidiaries of the Company), (ii) retire debt which is pari passu with the Securities (provided that in connection with any such retirement, any related loan commitment or the like shall be reduced in an amount equal to the principal amount so retired) or (iii) make an offer to purchase the Securities at 100% of the principal amount thereof, plus accrued interest, if any, to the date of purchase; (b) Existing Mortgages; (c) Mortgages on property of, or on assets of any shares of Capital Stock of or Debt of, any corporation person existing at the time such corporation person becomes a Restricted Subsidiary or merges into or consolidates with the Company or a Restricted Subsidiary; (iid) Mortgages on property or assets or shares of stock or Debt existing at the time of acquisition thereof by the Company or any Restricted Subsidiary; (e) Mortgages on property or assets or shares of stock or Debt to secure the financing of the acquisition, construction, alteration or improvement of property or assets of the Company or any Restricted Subsidiary of the Company (or of persons who, after giving effect to such financing, will become Restricted Subsidiaries), provided that such Mortgages are created not later than 18 months after such acquisition or, in the case of construction, alteration or improvement of property or assets, the later of the completion thereof or the commencement of the commercial operation of such property or assets; (f) Mortgages in favor of the Company or any Restricted Subsidiary; (iiig) Mortgages in favor of or required by federal, state or local governmental authorities or political subdivisions thereof, including any department or instrumentality thereof, and any other Mortgages incurred or assumed in connection with the issuance of any industrial revenue or similar bonds; (h) Mortgages on property, shares of Capital Stock property or Debt existing at the time of acquisition thereof (including acquisition through merger, consolidation, purchase, lease or some other method) or to secure the payment of all or any part of the purchase price thereof or cost of construction, development, refurbishment, or improvement thereon or to secure any Debt incurred prior to, at the time assets of, or within 360 days after the later of the acquisition of such property, on any shares of Capital Stock stock or other equity interest in, a Foreign Subsidiary to secure Debt of a Foreign Subsidiary, or the completion, development, refurbishment or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment or improvement thereona Non-Recourse Subsidiary to secure Non-Recourse Debt; (ivi) Mortgages securing obligations issued by to secure Debt of joint ventures in which the Company or a state, territory or possession Subsidiary of the United StatesCompany has an interest, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the Holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations; (v) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments Mortgages are under a secured Debt facility)on property or assets of or equity interests in such joint ventures; (vij) Mortgages on current assets to secure Debt incurred for working capital purposes, provided that such Debt matures no later than 18 months from the date of incurrence; (k) Mortgages securing judgments or appeal bonds with respect to amounts being contested in good faith; and (l) any extension, renewal or replacement (or successive extensions, renewals or replacements)replacement, as a whole or in part, of any Mortgage referred to in the foregoing paragraphs clauses (1a) to (5k), inclusive; provided, however, that (i) such extension, renewal or replacement Mortgage shall be limited to all or a part of the same property, shares of Capital Stock property or Debt assets that secured the Mortgage being extended, renewed or replaced and (ii) the principal amount (or, if such Debt provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration thereof, such lesser amount) of the Debt secured by such extended, renewed or replaced Mortgage does not exceed the principal amount (or, if such Debt provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration or maturity thereof, such lesser amount) of Debt which was secured by the Mortgage being extended, renewed or replaced (plus improvements on such property) the premiums and the principal amount of Debt secured by such Mortgage immediately prior to such extension, renewal or refunding is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not reasonable expenses incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programstherewith). (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If The Company shall not, and the Company or shall not permit any Restricted Subsidiary shall after the date of the Indenture to, incur, issue, assume or guarantee any loans, whether or not evidenced by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinafter, “Debt”) ), secured by pledge of, or mortgage or lien on, any Principal Property of the Company or any Restricted SubsidiaryProperty, or on any shares of Capital Stock of or Debt of any Restricted Subsidiary (mortgagessuch pledges, pledges mortgages and liens being hereinafter called “Mortgage” or “Mortgages” and such Debt secured by such Mortgages being called “Secured Debt”), without effectively providing that the Notes of each series (together with, if the Company shall secure so determine, any other indebtedness of the Company or cause such Restricted Subsidiary to secure the 2020 Notes (and any other Debt Securities issued under the Indenture then existing or thereafter created which is not subordinate to the extent the terms thereof so provideNotes of each series) shall be secured equally and ratably with (or, at the Company’s option, or prior to) such secured Secured Debt, so long as such secured Secured Debt shall be so secured, unless after giving effect thereto, the aggregate amount of all such secured Secured Debt plus all Attributable Debt of the Company and its Restricted Subsidiaries in respect of any Sale and Leaseback Transaction would not not, at the time of such incurrence, issuance, assumption or guarantee, exceed 15% of Consolidated Net Tangible Assets. (b) The restrictions set forth in paragraph (a) in ; provided, however, that this Section 3.02 will restriction shall not apply to, and there will shall be excluded from secured Secured Debt in any computation under such restrictionsrestriction, Debt indebtedness secured by: (ia) Mortgages on such property of, or shares of Capital Stock or Debt existing on any the date of this Supplemental Indenture; (b) Mortgages on such property or shares of Capital Stock of or Debt ofof any Person, any corporation which Mortgages are existing at the time (i) such corporation Person became a Restricted Subsidiary, (ii) such Person is merged into or consolidated with the Company or any Subsidiary or (iii) the Company or a Subsidiary merges into or consolidates with such Person (in a transaction in which such Person becomes a Restricted Subsidiary), which Mortgage was not incurred in anticipation of such transaction and was outstanding prior to such transaction; (iic) Mortgages in favor of the Company or any Restricted SubsidiaryGuarantor; (iiid) Mortgages in favor of a governmental entity or in favor of the holders of securities issued by any such entity, pursuant to any contract or statute (including Mortgages to secure debt of the pollution control or industrial revenue bond type) or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Mortgages; (e) Mortgages in favor of any governmental entity to secure progress, advance or other payments pursuant to any contract or provision of any statute; (f) Mortgages on property, such property or shares of Capital Stock or Debt existing at the time of acquisition thereof (including acquisition through merger, merger or consolidation, purchase, lease ); (g) Mortgages on such property or some other method) shares of Capital Stock or Debt to secure the payment of all or any part of the purchase price or construction cost thereof or cost of construction, development, refurbishment, or improvement thereon or to secure any Debt incurred prior to, at the time of, or within 360 180 days after the later of after, the acquisition of such propertyproperty or shares or Debt, shares the completion of Capital Stock or Debt any construction or the completioncommencement of full operation, development, refurbishment or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment or improvement thereonconstruction cost thereof; (ivh) Mortgages securing obligations issued by a state, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, incurred in the opinion of tax counsel of recognized standing or in accordance connection with a ruling issued by Sale and Leaseback Transaction satisfying the Internal Revenue Service, includible provisions set forth in gross income of the Holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations;4.09; and (v) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vii) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing paragraphs (1) to (5), inclusiveclauses; provided, however, provided that such extension, renewal or replacement Mortgage shall be limited to all or a part of the same property, such property or shares of Capital Stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and the principal amount of Debt secured by such Mortgage immediately prior to such extension, renewal or refunding is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programs. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If the The Company or will not itself, and will not permit any Restricted Domestic Subsidiary shall after the date of the Indenture to, incur, issue, assume or guarantee any loans, whether or not evidenced indebtedness for money borrowed represented by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinaftersuch notes, “bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Article called "Debt”) "), secured by pledge of, or mortgage or lien on, a Mortgage on any Principal Domestic Manufacturing Property of the Company or any Restricted Domestic Subsidiary, or on any shares of Capital Stock of stock or Debt of any Restricted Subsidiary Domestic Subsidiary, without effectively providing that the Outstanding Securities (mortgagestogether with, pledges and liens being hereinafter called “Mortgages”), if the Company shall secure or cause such Restricted Subsidiary to secure the 2020 Notes (and so determine, any other Debt Securities issued under of the Indenture Company or such Domestic Subsidiary then existing or thereafter created which is not subordinate to the extent the terms thereof so provideSecurities) shall be secured equally and ratably with (or, at the Company’s option, or prior to) such secured DebtDebt (for the purpose of providing such equal and ratable security, the principal amount of Outstanding Securities of any series of Original Issue Discount Securities shall be such portion of the principal amount as may be specified in the terms of that series that would be payable upon acceleration of the Maturity thereof at the time of such determination), so long as such secured Debt shall be so secured, unless unless, after giving effect thereto, the aggregate amount of all such secured Debt plus all Attributable Debt of the Company and its Domestic Subsidiaries in respect of sale and leaseback transactions (as defined in Section 1009) would not exceed 1510% of Consolidated Net Tangible Assets. (b) The restrictions set forth in paragraph (a) in ; PROVIDED, HOWEVER, that this Section 3.02 will shall not apply to, and there will shall be excluded from secured Debt in any computation under such restrictionsthis Section, Debt secured by: (i1) Mortgages on property of, or on any shares of Capital Stock of stock or Debt of, any corporation existing at the time such corporation becomes a Restricted Domestic Subsidiary; (ii2) Mortgages in favor of the Company or any Restricted Domestic Subsidiary; (iii3) Mortgages on property of the Company or a Domestic Subsidiary in favor of the United States of America or any State thereof, or Puerto Rico, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or Puerto Rico, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute; (4) Mortgages on property, shares of Capital Stock stock or Debt existing at the time of acquisition thereof (including acquisition through merger, merger or consolidation, purchase, lease or some other method) or to secure the payment of all or any part of the purchase price thereof or cost of construction, development, refurbishment, construction or improvement thereon cost thereof or to secure any Debt incurred prior to, at the time of, or within 360 120 days after the later of after, the acquisition of such property, property or shares of Capital Stock or Debt or the completion, development, refurbishment completion of any such construction or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment construction or improvement thereoncost thereof; (iv5) Mortgages securing obligations issued by a stateState, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by of the Internal Revenue Service, includible includable in gross income of the Holder holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations;); and (v6) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi) any Any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Debt secured by any Mortgage referred to in the foregoing paragraphs clauses (1) to (5), inclusive; provided, however, that (i) such extension, renewal or replacement Mortgage shall be limited to all or a part of the same property, shares of Capital Stock stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and (ii) the principal amount of Debt secured by such Mortgage immediately prior to at such extension, renewal or refunding time is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programsincreased. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If the The Company or will not itself, and will not permit any Restricted Subsidiary shall after the date of the Indenture to, incur, issue, assume assume, or guarantee any loans, whether or not evidenced by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinafterloans, “and notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Section 1007 called "Debt”) "), secured after the date hereof by pledge of, or mortgage or lien on, any Principal Property of the Company or any Restricted Subsidiary, Subsidiary or on any shares of Capital Stock of or Debt of any Restricted Subsidiary (mortgages, pledges and liens being hereinafter in this Section 1007 called “"Mortgage" or "Mortgages”"), without effectively providing that the Securities (together with, if the Company shall secure so determine, any other Debt of the Company or cause such Restricted Subsidiary to secure the 2020 Notes (and any other Debt Securities issued under the Indenture then existing or thereafter created which is not subordinated to the extent the terms thereof so provideSecurities) shall be secured equally and ratably with (or, at the option of the Company’s option, prior to) such secured Debt, so long as such secured Debt shall be so secured, unless unless, after giving effect thereto, the aggregate amount of all such secured Debt plus all Attributable Debt of the Company and its Restricted Subsidiaries with respect to sale and lease back transactions to which Section 1008 is applicable would not exceed 1510% of Consolidated Net Tangible Assets. (b) The restrictions set forth in paragraph (a) in ; provided, however, that this Section 3.02 will 1007 shall not apply to, and there will shall be excluded from secured Debt in any computation under such restrictionsthis Section 1007, Debt secured by: (i1) Mortgages on property of, or on any shares of Capital Stock of or Debt of, any corporation existing at the time such corporation becomes a Restricted Subsidiary; (ii2) Mortgages in favor of the Company or any Restricted Subsidiary; (iii3) Mortgages in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute; (4) Mortgages on property, shares of Capital Stock or Debt existing at the time of acquisition thereof (including acquisition through merger, merger or consolidation, purchase, lease or some other method) or to secure the payment of all or any part of the purchase price thereof or cost of construction, development, refurbishment, or improvement construction thereon or to secure any Debt incurred prior to, at the time of, or within 360 180 days after the later of the acquisition of such property, shares of Capital Stock or Debt or the completioncompletion of construction, development, refurbishment or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment or improvement construction thereon; (iv5) Mortgages securing obligations issued by a stateState, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the Holder holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United Statesprovision) as in effect at the time of the issuance of such obligations;; or (v6) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi) any Any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing paragraphs clauses (1) to (5), inclusive; provided, however, that such extension, renewal or replacement Mortgage shall be limited to all or part of the same property, shares of Capital Stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and the principal amount of Debt secured by such Mortgage immediately prior to such extension, renewal or refunding is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programs. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If the The Company or will not itself, and will not permit any Restricted Domestic Subsidiary shall after the date of the Indenture to, incur, issue, assume or guarantee any loans, whether or not evidenced indebtedness for money borrowed represented by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinaftersuch notes, “bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Article called "Debt”) "), secured by pledge of, or mortgage or lien on, a Mortgage on any Principal Domestic Manufacturing Property of the Company or any Restricted Domestic Subsidiary, or on any shares of Capital Stock of stock or Debt of any Restricted Subsidiary Domestic Subsidiary, without effectively providing that the Outstanding Securities (mortgagestogether with, pledges and liens being hereinafter called “Mortgages”), if the Company shall secure or cause such Restricted Subsidiary to secure the 2020 Notes (and so determine, any other Debt Securities issued under of the Indenture Company or such Domestic Subsidiary then existing or thereafter created which is not subordinate to the extent the terms thereof so provideSecurities) shall be secured equally and ratably with (or, at the Company’s option, or prior to) such secured DebtDebt (for the purpose of providing such equal and ratable security, the principal amount of Outstanding Securities of any series of Original Issue Discount Securities shall be such portion of the principal amount as may be specified in the terms of that series that would be payable upon acceleration of the Maturity thereof at the time of such determination), so long as such secured Debt shall be so secured, unless unless, after giving effect thereto, the aggregate amount of all such secured Debt plus all Attributable Debt of the Company and its Domestic Subsidiaries in respect of sale and leaseback transactions (as defined in Section 1009) would not exceed 1510% of Consolidated Net Tangible Assets. (b) The restrictions set forth in paragraph (a) in ; PROVIDED, HOWEVER, that this Section 3.02 will shall not apply to, and there will shall be excluded from secured Debt in any computation under such restrictionsthis Section, Debt secured by: (i1) Mortgages on property of, or on any shares of Capital Stock of stock or Debt of, any corporation existing at the time such corporation becomes a Restricted Domestic Subsidiary; (ii2) Mortgages in favor of the Company or any Restricted Domestic Subsidiary; (iii3) Mortgages on property of the Company or a Domestic Subsidiary in favor of the United States of America or any State thereof, or Puerto Rico, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or Puerto Rico, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute; (4) Mortgages on property, shares of Capital Stock stock or Debt existing at the time of acquisition thereof (including acquisition through merger, merger or consolidation, purchase, lease or some other method) or to secure the payment of all or any part of the purchase price thereof or cost of construction, development, refurbishment, construction or improvement thereon cost thereof or to secure any Debt incurred prior to, at the time of, or within 360 120 days after the later of after, the acquisition of such property, property or shares of Capital Stock or Debt or the completion, development, refurbishment completion of any such construction or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment construction or improvement thereoncost thereof; (iv5) Mortgages securing obligations issued by a stateState, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by of the Internal Revenue Service, includible includable in gross income of the Holder holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations;); and (v6) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi) any Any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Debt secured by any Mortgage referred to in the foregoing paragraphs clauses (1) to (5), inclusive; provided, howeverPROVIDED, that (i) such extension, renewal or replacement Mortgage shall be limited to all or a part of the same property, shares of Capital Stock stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and (ii) the principal amount of Debt secured by such Mortgage immediately prior to at such extension, renewal or refunding time is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programsincreased. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If the The Company or shall not, and shall not permit any Restricted Subsidiary shall after the date of the Indenture incurto, issue, assume or guarantee any loansIndebtedness secured by any mortgage, whether or not evidenced by negotiable instruments or securitiessecurity interest, or any notespledge, bonds, debentures lien or other similar evidences of indebtedness for money borrowed encumbrance (hereinafter, herein referred to as a “DebtMortgage” or “Mortgages”) secured by pledge of, or mortgage or lien on, upon any Principal Operating Property of the Company or any Restricted Subsidiary, whether such Operating Property is now owned or on hereafter acquired, without in any shares of Capital Stock of such case effectively providing concurrently with the issuance, assumption or Debt guarantee of any Restricted Subsidiary such Indebtedness that the Notes (mortgagestogether with, pledges and liens being hereinafter called “Mortgages”), if the Company shall secure or cause such Restricted Subsidiary to secure the 2020 Notes (and so determine, any other Debt Securities issued under Indebtedness ranking equally with the Indenture to Notes other than debt securities not having the extent the terms thereof so providebenefit of this provision) shall be secured equally and ratably with (orsuch Indebtedness, at except that the Company’s option, prior to) such secured Debt, so long as such secured Debt foregoing restrictions shall be so secured, unless the aggregate amount of all such secured Debt would not exceed 15% of Consolidated Net Assets. (b) The restrictions set forth in paragraph (a) in this Section 3.02 will not apply to, and there will be excluded from secured Debt in any computation under such restrictions, Debt secured by: (i) the giving, no later than 180 days after the later of (a) the acquisition or completion of construction or completion of substantial reconstruction, renovation, remodeling, expansion or improvement (each a “substantial improvement”) of such property, and (b) the placing in operation of such property after the acquisition or completion of any such construction or substantial improvement, of any purchase money Mortgage, or the acquiring of property not theretofore owned by the Company or such Restricted Subsidiary subject to any then existing Mortgage securing Indebtedness (whether or not assumed) including Indebtedness incurred for reimbursement of funds previously expended for any such purpose, provided that in each case (x) such Mortgage is limited to such property, including accretions thereto and any such construction or substantial improvement; (y) the principal amount of the Indebtedness being incurred that is secured by such Mortgage shall not exceed the cost of such acquired property, construction or substantial improvement, as the case may be; and (z) the principal amount of the Indebtedness secured by such Mortgage, together with all other Indebtedness to Persons other than the Company or a Restricted Subsidiary secured by Mortgages on property ofsuch property, shall not exceed the total cost of such property, including any such construction or on any shares of Capital Stock of or Debt of, any corporation existing at the time such corporation becomes a Restricted Subsidiarysubstantial improvement; (ii) Mortgages the giving by the Company or a Restricted Subsidiary of a Mortgage on real property that is the sole security for Indebtedness (w) incurred within three years after the latest of (1) the date of acquisition of such real property or (2) the date of completion of construction or substantial improvement made thereon by the Company or such Restricted Subsidiary, (x) incurred for the purpose of reimbursing itself for the cost of acquisition and/or the cost of improvement of such real property, (y) the amount of which does not exceed the aggregate cost of such real property and improvements, and (z) the holder of which shall be entitled to enforce payment of such Indebtedness solely by resorting to the security therefor, without any liability on the part of the Company or such Restricted Subsidiary for any deficiency; (iii) (x) any Mortgage on the Company’s or any Subsidiary’s assets existing on the date of this First Supplemental Indenture, (y) any Mortgage on the assets of any Person on the date it became a Subsidiary or is merged into or consolidated with the Company or any Subsidiary or (z) any Mortgage on the assets of a Subsidiary that is newly designated as a Restricted Subsidiary, if such Mortgage was created while such Subsidiary was a Non-Restricted Subsidiary, and such Mortgage would have been permitted under the provisions of this paragraph if such Subsidiary had been a Restricted Subsidiary at the time such Mortgage was created; (iv) any Mortgage incurred in connection with any refinancing, refunding or extension of Indebtedness secured by a Mortgage permitted under clauses (i) to (iii) above, provided that the principal amount of the refinancing, refunding or extending Indebtedness does not exceed the principal amount of the Indebtedness so refinanced, refunded or extended and that such Mortgage applies only to the same property or assets subject to the prior permitted Mortgage and fixtures and building improvements thereon (and if the prior Mortgage was incurred under clause (ii) above, the requirements of clause (z) thereof are satisfied); or (v) any Mortgage given in favor of the Company or any Wholly Owned Restricted Subsidiary; (iii) Mortgages on property, shares of Capital Stock or Debt existing at the time of acquisition thereof (including acquisition through merger, consolidation, purchase, lease or some other method) or to secure the payment of all or any part of the purchase price thereof or cost of construction, development, refurbishment, or improvement thereon or to secure any Debt incurred prior to, at the time of, or within 360 days after the later of the acquisition of such property, shares of Capital Stock or Debt or the completion, development, refurbishment or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment or improvement thereon; (iv) Mortgages securing obligations issued by a state, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the Holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations; (v) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing paragraphs (1) to (5), inclusive; provided, however, that such extension, renewal or replacement Mortgage shall be limited to all or part of the same property, shares of Capital Stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and the principal amount of Debt secured by such Mortgage immediately prior to such extension, renewal or refunding is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programs. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If the The Company or shall not, and shall not permit any Restricted Subsidiary shall after the date of the Indenture incurto, issue, assume or guarantee any loansIndebtedness secured by any mortgage, whether or not evidenced by negotiable instruments or securitiessecurity interest, or any notespledge, bonds, debentures lien or other similar evidences of indebtedness for money borrowed encumbrance (hereinafter, herein referred to as a “DebtMortgage” or “Mortgages”) secured by pledge of, or mortgage or lien on, upon any Principal Operating Property of the Company or any Restricted Subsidiary, whether such Operating Property is now owned or on hereafter acquired, without in any shares of Capital Stock of such case effectively providing concurrently with the issuance, assumption or Debt guarantee of any Restricted Subsidiary such Indebtedness that the Notes (mortgagestogether with, pledges and liens being hereinafter called “Mortgages”), if the Company shall secure or cause such Restricted Subsidiary to secure the 2020 Notes (and so determine, any other Debt Securities issued under Indebtedness ranking equally with the Indenture to Notes other than debt securities not having the extent the terms thereof so providebenefit of this provision) shall be secured equally and ratably with (orsuch Indebtedness, at except that the Company’s option, prior to) such secured Debt, so long as such secured Debt foregoing restrictions shall be so secured, unless the aggregate amount of all such secured Debt would not exceed 15% of Consolidated Net Assets. (b) The restrictions set forth in paragraph (a) in this Section 3.02 will not apply to, and there will be excluded from secured Debt in any computation under such restrictions, Debt secured by: (i) the giving, no later than 180 days after the later of (a) the acquisition or completion of construction or completion of substantial reconstruction, renovation, remodeling, expansion or improvement (each a “substantial improvement”) of such property, and (b) the placing in operation of such property after the acquisition or completion of any such construction or substantial improvement, of any purchase money Mortgage, or the acquiring of property not theretofore owned by the Company or such Restricted Subsidiary subject to any then existing Mortgage securing Indebtedness (whether or not assumed) including Indebtedness incurred for reimbursement of funds previously expended for any such purpose, provided that in each case (x) such Mortgage is limited to such property, including accretions thereto and any such construction or substantial improvement; (y) the principal amount of the Indebtedness being incurred that is secured by such Mortgage shall not exceed the cost of such acquired property, construction or substantial improvement, as the case may be; and (z) the principal amount of the Indebtedness secured by such Mortgage, together with all other Indebtedness to Persons other than the Company or a Restricted Subsidiary secured by Mortgages on property ofsuch property, shall not exceed the total cost of such property, including any such construction or on any shares of Capital Stock of or Debt of, any corporation existing at the time such corporation becomes a Restricted Subsidiarysubstantial improvement; (ii) Mortgages the giving by the Company or a Restricted Subsidiary of a Mortgage on real property that is the sole security for Indebtedness (w) incurred within three years after the latest of (1) the date of acquisition of such real property or (2) the date of completion of construction or substantial improvement made thereon by the Company or such Restricted Subsidiary, (x) incurred for the purpose of reimbursing itself for the cost of acquisition and/or the cost of improvement of such real property, (y) the amount of which does not exceed the aggregate cost of such real property and improvements, and (z) the holder of which shall be entitled to enforce payment of such Indebtedness solely by resorting to the security therefor, without any liability on the part of the Company or such Restricted Subsidiary for any deficiency; (iii) (x) any Mortgage on the Company’s or any Subsidiary’s assets existing on the date of this Sixth Supplemental Indenture, (y) any Mortgage on the assets of any Person on the date it became a Subsidiary or is merged into or consolidated with the Company or any Subsidiary or (z) any Mortgage on the assets of a Subsidiary that is newly designated as a Restricted Subsidiary, if such Mortgage was created while such Subsidiary was a Non-Restricted Subsidiary, and such Mortgage would have been permitted under the provisions of this paragraph if such Subsidiary had been a Restricted Subsidiary at the time such Mortgage was created; (iv) any Mortgage incurred in connection with any refinancing, refunding or extension of Indebtedness secured by a Mortgage permitted under clauses (i) to (iii) above, provided that the principal amount of the refinancing, refunding or extending Indebtedness does not exceed the principal amount of the Indebtedness so refinanced, refunded or extended and that such Mortgage applies only to the same property or assets subject to the prior permitted Mortgage and fixtures and building improvements thereon (and if the prior Mortgage was incurred under clause (ii) above, the requirements of clause (z) thereof are satisfied); or (v) any Mortgage given in favor of the Company or any Wholly Owned Restricted Subsidiary; (iii) Mortgages on property, shares of Capital Stock or Debt existing at the time of acquisition thereof (including acquisition through merger, consolidation, purchase, lease or some other method) or to secure the payment of all or any part of the purchase price thereof or cost of construction, development, refurbishment, or improvement thereon or to secure any Debt incurred prior to, at the time of, or within 360 days after the later of the acquisition of such property, shares of Capital Stock or Debt or the completion, development, refurbishment or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment or improvement thereon; (iv) Mortgages securing obligations issued by a state, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the Holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations; (v) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing paragraphs (1) to (5), inclusive; provided, however, that such extension, renewal or replacement Mortgage shall be limited to all or part of the same property, shares of Capital Stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and the principal amount of Debt secured by such Mortgage immediately prior to such extension, renewal or refunding is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programs. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If the The Company or will not itself, and will not permit any Restricted Domestic Subsidiary shall after the date of the Indenture to, incur, issue, assume or guarantee any loans, whether or not evidenced indebtedness for money borrowed represented by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinaftersuch notes, “bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Article called "Debt”) "), secured by pledge of, or mortgage or lien on, a Mortgage on any Principal Domestic Property of the Company or any Restricted Domestic Subsidiary, or on any shares of Capital Stock of stock or Debt of any Restricted Subsidiary Domestic Subsidiary, without effectively providing that the Outstanding Securities (mortgagestogether with, pledges and liens being hereinafter called “Mortgages”), if the Company shall secure or cause such Restricted Subsidiary to secure the 2020 Notes (and so determine, any other Debt Securities issued under of the Indenture Company or such Domestic Subsidiary then existing or thereafter created which is not subordinate to the extent the terms thereof so provideSecurities) shall be secured equally and ratably with (or, at the Company’s option, or prior to) such secured DebtDebt (for the purpose of providing such equal and ratable security, the principal amount of Outstanding Securities of any series of Original Issue Discount Securities shall be such portion of the principal amount as may be specified in the terms of that series that would be payable upon acceleration of the Maturity thereof at the time of such determination), so long as such secured Debt shall be so secured, unless unless, after giving effect thereto, the aggregate amount of all such secured Debt plus all Attributable Debt of the Company and its Domestic Subsidiaries in respect of sale and leaseback transactions (as defined in Section 10.9) would not exceed 15% of Consolidated Net Assets. (b) The restrictions set forth in paragraph (a) in ; PROVIDED, HOWEVER, that this Section 3.02 will shall not apply to, and there will shall be excluded from secured Debt in any computation under such restrictionsthis Section, Debt secured by: (i1) Mortgages on property of, or on any shares of Capital Stock of stock or Debt of, any corporation existing at the time such corporation becomes a Restricted Domestic Subsidiary; (ii2) Mortgages in favor of the Company or any Restricted Domestic Subsidiary; (iii3) Mortgages on property of the Company or a Domestic Subsidiary in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute; (4) Mortgages on property, shares of Capital Stock stock or Debt existing at the time of acquisition thereof (including acquisition through merger, merger or consolidation, purchase, lease or some other method) or to secure the payment of all or any part of the purchase price thereof or cost of construction, development, refurbishment, construction or improvement thereon cost thereof or to secure any Debt debt incurred prior to, at the time of, or within 360 120 days after the later of after, the acquisition of such property, property or shares of Capital Stock or Debt or the completion, development, refurbishment completion of any such construction or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment construction or improvement thereoncost thereof; (iv5) Mortgages securing obligations issued by a state, territory or possession of existing on the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and first date on which the interest a Security is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued authenticated by the Internal Revenue Service, includible in gross income of the Holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligationsTrustee hereunder; (v6) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (incurred in connection with pollution control, industrial revenue or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility);similar financing; and (vi7) any Any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Debt secured by any Mortgage referred to in the foregoing paragraphs clauses (1) to through (56), inclusive; provided, howeverPROVIDED, that (i) such extension, renewal or replacement Mortgage shall be limited to all or a part of the same property, shares of Capital Stock stock or Debt debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and (ii) the principal amount of Debt secured by such Mortgage immediately prior to at such extension, renewal or refunding time is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programsincreased. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If the Company or The Parent Guarantor will not itself, and will not permit any Restricted Domestic Subsidiary shall after the date of the Indenture to, incur, issue, assume or guarantee any loans, whether or not evidenced indebtedness for money borrowed represented by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinaftersuch notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Article called “Debt”) ), secured by pledge of, or mortgage or lien on, a Mortgage on any Principal Domestic Manufacturing Property of the Company Parent Guarantor or any Restricted Domestic Subsidiary, or on any shares of Capital Stock of or Debt stock of any Restricted Domestic Subsidiary that owns or leases a Principal Domestic Manufacturing Property, without effectively providing that the Parent Guarantor’s Guarantee of the Outstanding Securities (mortgagestogether with, pledges and liens being hereinafter called “Mortgages”)if the Parent Guarantor shall so determine, the Company shall secure or cause such Restricted Subsidiary to secure the 2020 Notes (and any other Debt Securities issued under of the Indenture Parent Guarantor or such Domestic Subsidiary then existing or thereafter created which is not subordinate to the extent Securities or the terms thereof so provideParent Guarantor’s Guarantee thereof) shall be secured equally and ratably with (or, at the Company’s option, or prior to) such secured DebtDebt (for the purpose of providing such equal and ratable security, the principal amount of Outstanding Securities of any series of Original Issue Discount Securities shall be such portion of the principal amount as may be specified in the terms of that series that would be payable upon acceleration of the Maturity thereof at the time of such determination), so long as such secured Debt shall be so secured, unless unless, after giving effect thereto, the aggregate amount of all such secured Debt plus all Attributable Debt of the Parent Guarantor and its Domestic Subsidiaries in respect of sale and leaseback transactions (as defined in Section 1007) would not exceed 1510% of Consolidated Net Tangible Assets. (b) The restrictions set forth in paragraph (a) in ; provided, however, that this Section 3.02 will shall not apply to, and there will shall be excluded from secured Debt in any computation under such restrictionsthis Section, Debt secured by: (i1) Mortgages on property of, or on any shares of Capital Stock of or Debt stock of, any corporation existing at the time such corporation becomes a Restricted Domestic Subsidiary; (ii2) with respect to any series of Securities, any Mortgage existing on the date of issuance of such Securities; (3) Mortgages in favor of the Company Parent Guarantor or any Restricted Domestic Subsidiary; (iii4) Mortgages on property of the Parent Guarantor or a Domestic Subsidiary in favor of the United States of America or any State thereof, or Puerto Rico, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or Puerto Rico, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute; (5) Mortgages on property of the Parent Guarantor or a Domestic Subsidiary in favor of any customer to secure partial, progress, advance or other payments made by or on behalf of such customer for goods produced for or services rendered to such customer in the ordinary course of business not exceeding the amount of such payments; (6) Mortgages of carriers, warehousemen, mechanics, repairmen, vendors, lessors and materialmen incurred in the ordinary course of business for sums not yet due or being contested in good faith; (7) Mortgages arising by reason of any judgment, decree or order of any court, so long as any legal proceedings which may have been duly initiated for the review of such judgment, decree or order shall not have been finally terminated or so long as the period within which such proceedings may be initiated shall not have expired; or pledges or deposits to secure payment of workmen’s compensation or other insurance, good faith deposits in connection with bids, tenders, contracts or leases, deposits to secure public or statutory obligations, deposits to secure or in lieu of surety or appeal bonds, deposits as security for the payment of taxes or, in each case, obligations of a similar nature; (8) Mortgages for taxes or assessments or governmental charges or levies not yet due or delinquent, or which can thereafter be paid without penalty, or which are being contested in good faith by appropriate proceedings; landlord’s liens on property held under lease, and tenants’ rights under leases; easements; and any other liens of a nature similar to those hereinabove described in this clause (8) which do not, in the opinion of the Parent Guarantor materially impair the use of such property in the operation of the business of the Parent Guarantor or the value of such property for the purposes of such business; (9) Mortgages on property, shares of Capital Stock or Debt stock existing at the time of acquisition thereof (including acquisition through merger, merger or consolidation, purchase, lease or some other method) or to secure the payment of all or any part of the purchase price thereof or cost of construction, development, refurbishment, construction or improvement thereon cost thereof or to secure any Debt incurred prior to, at the time of, or within 360 120 days after the later of after, the acquisition of such property, property or shares of Capital Stock or Debt or the completion, development, refurbishment completion of any such construction or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment construction or improvement thereon;cost thereof; and (iv10) Mortgages securing obligations issued by a state, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the Holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations; (v) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi) any Any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Debt secured by any Mortgage referred to in the foregoing paragraphs clauses (1) to (59), inclusive; provided, however, that (i) such extension, renewal or replacement Mortgage shall be limited to all or a part of the same property, shares of Capital Stock or Debt stock that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and (ii) the principal amount of Debt secured by such Mortgage immediately prior to at such extension, renewal or refunding time is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programsincreased. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If The Company covenants and agrees for the Company benefit of each series of Securities, other than any series established by or pursuant to a Board Resolution or in one or more supplemental indentures hereto which specifically provides otherwise, that it will not itself, and will not permit any Restricted Subsidiary shall after the date of the Indenture to, incur, issue, assume assume, or guarantee any loans, whether or not evidenced by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinafterloans, “and notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Section 1004 called "Debt”) "), secured after the date hereof by pledge of, or mortgage or lien on, any Principal Property of the Company or any Restricted Subsidiary, Subsidiary or on any shares of Capital Stock of or Debt of any Restricted Subsidiary (mortgages, pledges and liens being hereinafter in this Section 1004 called “"Mortgage" or "Mortgages”"), without effectively providing that the Securities, other than Securities of a series not entitled to the benefits of this covenant (together with, if the Company shall secure so determine, any other Debt of the Company or cause such Restricted Subsidiary to secure the 2020 Notes (and any other Debt Securities issued under the Indenture then existing or thereafter created which is not subordinate to the extent the terms thereof so provideSecurities) shall be secured equally and ratably with (or, at the option of the Company’s option, prior to) such secured Debt, so long as such secured Debt shall be so secured, unless unless, after giving effect thereto, the aggregate amount of all such secured Debt would not exceed 1510% of Consolidated Net Assets. (b) The restrictions set forth in paragraph (a) in ; provided, however, that this Section 3.02 will 1004 shall not apply to, and there will shall be excluded from secured Debt in any computation under such restrictionsthis Section 1004, Debt secured by: (i1) Mortgages on property of, or on any shares of Capital Stock of or Debt of, any corporation existing at the time such corporation becomes a Restricted Subsidiary; (ii2) Mortgages in favor of the Company or any Restricted Subsidiary; (iii3) Mortgages in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute; (4) Mortgages on property, shares of Capital Stock or Debt existing at the time of acquisition thereof (including acquisition through merger, merger or consolidation, purchase, lease or some other method) or to secure the payment of all or any part of the purchase price thereof or cost of construction, development, refurbishment, or improvement construction thereon or to secure any Debt incurred prior to, at the time of, or within 360 days after the later of the acquisition of such property, shares of Capital Stock or Debt or the completion, development, refurbishment or improvement completion of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment or improvement construction thereon; (iv5) Mortgages securing obligations issued by a stateState, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the Holder holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations; (v6) Mechanics', materialmen's, carriers' or other like liens arising in the ordinary course of business (including construction of facilities) in respect of obligations which are not due or which are being contested in good faith; (7) Any mortgage arising by reason of deposits with, or the giving of any form of security to, any governmental agency or any body created or approved by law or governmental regulations, which is required by law or governmental regulation as a condition to the transaction of any business, or the exercise of any privilege, franchise or license; (8) Mortgages for taxes, assessments or governmental charges or levies not yet delinquent, or mortgages for taxes, assessments or governmental charges or levies already delinquent but the validity of which is being contested in good faith; (9) Mortgages (including judgment liens) arising in connection with legal proceedings so long as such proceedings are being contested in good faith and, in the case of judgment liens, execution thereon is stayed; (10) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility);this Indenture; and (vi11) any Any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage mortgage referred to in the foregoing paragraphs clauses (1) to (510), inclusive; provided, however, that such extension, renewal or replacement Mortgage shall be limited to all or part of the same property, shares of Capital Stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and the principal amount of Debt secured by such Mortgage immediately prior to such extension, renewal or refunding is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programs. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If the The Company or covenants and agrees that it will not, and will not permit any Restricted Subsidiary shall after the date of the Indenture incurto create, issue, incur, assume or guarantee any loans, whether Secured Debt without making effective provision (and the Company covenants that in such case it will make or not evidenced cause to be made effective provision) whereby the Senior Notes then outstanding and any other indebtedness of or guarantee by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinafter, “Debt”) secured by pledge of, or mortgage or lien on, any Principal Property of the Company or any Restricted Subsidiary, or on any shares of Capital Stock of or Debt of any Restricted Subsidiary (mortgages, pledges and liens being hereinafter called “Mortgages”), the Company shall secure or cause such Restricted Subsidiary to secure the 2020 Notes (and any other Debt Securities issued under the Indenture to the extent the terms thereof so provide) then entitled thereto shall be secured by such Mortgage equally and ratably with (or, at the Company’s option, or prior to) such any and all other obligations and indebtedness thereby secured Debt, for so long as any such secured Debt other obligations and indebtedness shall be so secured, unless after giving effect thereto, the aggregate amount of all such secured Secured Debt plus all Attributable Debt of the Company and its Restricted Subsidiaries in respect of sale and leaseback transactions (as defined in Section 1009) involving Principal Properties (other than sale and leaseback transactions permitted by clause (a)(1) of Section 1009 in reliance upon one of the exclusions set forth in paragraphs (1) through (6) below and clause (a)(2) of Section 1009) would not exceed 1510% of Consolidated Net Tangible Assets. (b) The restrictions set forth in paragraph (a) in ; provided, however, that this Section 3.02 will shall not apply to, and there will shall be excluded from secured Secured Debt in any computation under such restrictionsthis Section, Debt indebtedness for money borrowed secured by: (i1) Mortgages existing on the date of this Thirteenth Supplemental Indenture; (2) Mortgages on any real or personal property ofof any Person, or on any shares of Capital Stock of or Debt of, any corporation which Mortgages are existing at the time such corporation becomes Person became a Restricted Subsidiary, which Mortgage was not incurred in contemplation of such Person becoming a Restricted Subsidiary; (ii3) Mortgages in favor of the Company or any Restricted Subsidiary; (iii4) Mortgages existing on any real or personal property at the time it is acquired by the Company or a Restricted Subsidiary or created within 18 months after the date of such acquisition, conditional sale and similar agreements; (5) Mortgages on property, shares of Capital Stock any real or Debt existing at the time of acquisition thereof (including acquisition through merger, consolidation, purchase, lease or some other method) or personal property to secure the payment of all or any part of the purchase price or construction cost thereof or cost of construction, development, refurbishment, or improvement thereon or to secure any Debt indebtedness for money borrowed incurred prior to, at the time of, or within 360 days 18 months after the later acquisition, the completion of any construction or the acquisition commencement of full operation of such property, shares of Capital Stock or Debt or the completion, development, refurbishment or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment or improvement thereon;construction cost thereof; and (iv6) Mortgages securing obligations issued by a state, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the Holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations; (v) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi) any Any extension, renewal or replacement refunding (or successive extensions, renewals or replacementsrefundings), as a whole or in part, of any Mortgage referred to in the foregoing paragraphs clauses (1) to (5), ) inclusive; provided, however, that such extension, renewal or replacement Mortgage shall be limited to all or part of the same property, shares of Capital Stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and provided the principal amount of Debt secured by such Mortgage immediately prior to such extension, renewal or refunding is may not increased (except any increase in an exceed the principal amount not to exceed of the Mortgage being extended, renewed or refunded plus the amount of any unfunded commitments on the date of the Indenture referred to premium or other costs paid in clause (5) in the case of an connection with such extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programsrefunding. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If the Company or any Restricted Subsidiary shall after the date of the Indenture incur, issue, assume or guarantee any loans, whether or not evidenced by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinafter, “Debt”) secured by pledge of, or mortgage or lien on, any Principal Property of the Company or any Restricted Subsidiary, or on any shares of Capital Stock of or Debt of any Restricted Subsidiary (mortgages, pledges and liens being hereinafter called “Mortgages”), the Company shall secure or cause such Restricted Subsidiary to secure the 2020 Notes (and any other Debt Securities issued under the Indenture to the extent the terms thereof so provide) equally and ratably with (or, at the Company’s option, prior to) such secured Debt, so long as such secured Debt shall be so secured, unless the aggregate amount of all such secured Debt would not exceed 15% of Consolidated Net Assets. (b) The restrictions set forth in paragraph (a) in this Section 3.02 will not apply to, and there will be excluded from secured Debt in any computation under such restrictions, Debt secured by: (i) Mortgages on property of, or on any shares of Capital Stock of or Debt of, any corporation existing at the time such corporation becomes a Restricted Subsidiary; (ii) Mortgages in favor of the Company or any Restricted Subsidiary; (iii) Mortgages on property, shares of Capital Stock or Debt existing at the time of acquisition thereof (including acquisition through merger, consolidation, purchase, lease or some other method) or to secure the payment of all or any part of the purchase price thereof or cost of construction, development, refurbishment, or improvement thereon or to secure any Debt incurred prior to, at the time of, or within 360 days after the later of the acquisition of such property, shares of Capital Stock or Debt or the completion, development, refurbishment or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment or improvement thereon; (iv) Mortgages securing obligations issued by a state, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the Holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations; (v) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing paragraphs (1) to (5), inclusive; providedinclusive;provided, however, that such extension, renewal or replacement Mortgage shall be limited to all or part of the same property, shares of Capital Stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and the principal amount of Debt secured by such Mortgage immediately prior to such extension, renewal or refunding is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programs. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If the The Company or shall not, and shall not permit any Restricted Subsidiary shall after the date of the Indenture incur, to issue, assume or guarantee any loansIndebtedness secured by any mortgage, whether or not evidenced by negotiable instruments or securitiessecurity interest, or any notespledge, bonds, debentures lien or other similar evidences of indebtedness for money borrowed encumbrance (hereinafter, herein referred to as a “DebtMortgage” or “Mortgages”) secured by pledge of, upon any Operating Property or mortgage or lien on, any Principal Property Operating Assets of the Company or any Restricted Subsidiary, whether such Operating Property or on Operating Asset is now owned or hereafter acquired, without in any shares of Capital Stock of such case effectively providing concurrently with the issuance, assumption or Debt guarantee of any Restricted Subsidiary such Indebtedness that the Notes (mortgagestogether with, pledges and liens being hereinafter called “Mortgages”), if the Company shall secure or cause such Restricted Subsidiary to secure the 2020 Notes (and so determine, any other Debt Indebtedness ranking equally with the Notes other than Securities issued under not having the Indenture to the extent the terms thereof so providebenefit of this Section 4.1) shall be secured equally and ratably with (orsuch Indebtedness, at except that the Company’s option, prior to) such secured Debt, so long as such secured Debt foregoing restrictions shall be so secured, unless the aggregate amount of all such secured Debt would not exceed 15% of Consolidated Net Assets. (b) The restrictions set forth in paragraph (a) in this Section 3.02 will not apply to, and there will be excluded from secured Debt in any computation under such restrictions, Debt secured by: (i) the giving, within 180 days after the later of the acquisition or completion of construction or completion of substantial reconstruction, renovation, remodeling, expansion or improvement (each a “substantial improvement”) of such property, and the placing in operation of such property after the acquisition or completion of any such construction or substantial improvement, of any purchase money Mortgage (including security for bankers acceptances and similar inventory financings in the ordinary course of business and vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof), or the acquiring of property not theretofore owned by the Company or such Restricted Subsidiary subject to any then existing Mortgage securing Indebtedness (whether or not assumed) including Indebtedness incurred for reimbursement of funds previously expended for any such purpose, provided that in each case (x) such Mortgage is limited to such property, including accretions thereto and any such construction or substantial improvement (or, with respect to bankers acceptances and similar inventory financings in the ordinary course of business, any inventory acquired by the Company or such Restricted Subsidiary during the 180-day period immediately preceding the date of creation of such Mortgage); (y) the principal amount of the Indebtedness being incurred that is secured by such Mortgage shall not exceed the cost of such acquired property, construction or substantial improvement, as the case may be; and (z) the principal amount of the Indebtedness secured by such Mortgage, together with all other Indebtedness to persons other than the Company or a Restricted Subsidiary secured by Mortgages on property ofsuch property, shall not exceed the total cost of such property, including any such construction or on any shares of Capital Stock of or Debt of, any corporation existing at the time such corporation becomes a Restricted Subsidiarysubstantial improvement; (ii) Mortgages the giving by the Company or a Restricted Subsidiary of a Mortgage on real property that is the sole security for Indebtedness (w) incurred within three years after the latest of (1) the date of acquisition of such real property or (2) the date of completion of construction or substantial improvement made thereon by the Company or such Restricted Subsidiary, (x) incurred for the purpose of reimbursing itself for the cost of acquisition and/or the cost of improvement of such real property, (y) the amount of which does not exceed the aggregate cost of such real property and improvements, and (z) the Holder of which shall be entitled to enforce payment of such Indebtedness solely by resorting to the security therefor, without any liability on the part of the Company or such Restricted Subsidiary for any deficiency; (iii) any Mortgage on the Company’s or any Subsidiary’s assets existing on the date of this Second Supplemental Indenture or any Mortgage on the assets of any person on the date it became a Subsidiary or is merged into or consolidated with the Company or any Subsidiary or any Mortgage on the assets of a Subsidiary that is newly designated as a Restricted Subsidiary, if such Mortgage was created while such Subsidiary was a Non- Restricted Subsidiary, and such Mortgage would have been permitted under the provisions of this paragraph if such Subsidiary had been a Restricted Subsidiary at the time such Mortgage was created; (iv) any Mortgage incurred in connection with any refunding or extension of Indebtedness secured by a Mortgage permitted under clauses (i) to (iii) above, provided that the principal amount of the refinancing or extending Indebtedness does not exceed the principal amount of the Indebtedness so refunded or extended and that such Mortgage applies only to the same property or assets subject to the prior permitted Mortgage and fixtures and building improvements thereon (and if the prior Mortgage was incurred under clause (ii) above, the requirements of clause (z) thereof are satisfied); or (v) any Mortgage given in favor of the Company or any Wholly Owned Restricted Subsidiary; (iii) Mortgages on property, shares of Capital Stock or Debt existing at the time of acquisition thereof (including acquisition through merger, consolidation, purchase, lease or some other method) or to secure the payment of all or any part of the purchase price thereof or cost of construction, development, refurbishment, or improvement thereon or to secure any Debt incurred prior to, at the time of, or within 360 days after the later of the acquisition of such property, shares of Capital Stock or Debt or the completion, development, refurbishment or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment or improvement thereon; (iv) Mortgages securing obligations issued by a state, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the Holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations; (v) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing paragraphs (1) to (5), inclusive; provided, however, that such extension, renewal or replacement Mortgage shall be limited to all or part of the same property, shares of Capital Stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and the principal amount of Debt secured by such Mortgage immediately prior to such extension, renewal or refunding is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programs. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If the The Company or shall not, and shall not permit any Restricted Subsidiary shall after the date of the Indenture incurto, issue, assume or guarantee any loansIndebtedness secured by any mortgage, whether or not evidenced by negotiable instruments or securitiessecurity interest, or any notespledge, bonds, debentures lien or other similar evidences of indebtedness for money borrowed encumbrance (hereinafter, herein referred to as a “DebtMortgage” or “Mortgages”) secured by pledge of, or mortgage or lien on, upon any Principal Operating Property of the Company or any Restricted Subsidiary, whether such Operating Property is now owned or on hereafter acquired, without in any shares of Capital Stock of such case effectively providing concurrently with the issuance, assumption or Debt guarantee of any Restricted Subsidiary such Indebtedness that the Notes (mortgagestogether with, pledges and liens being hereinafter called “Mortgages”), if the Company shall secure or cause such Restricted Subsidiary to secure the 2020 Notes (and so determine, any other Debt Securities issued under Indebtedness ranking equally with the Indenture to Notes other than debt securities not having the extent the terms thereof so providebenefit of this provision) shall be secured equally and ratably with (orsuch Indebtedness, at except that the Company’s option, prior to) such secured Debt, so long as such secured Debt foregoing restrictions shall be so secured, unless the aggregate amount of all such secured Debt would not exceed 15% of Consolidated Net Assets. (b) The restrictions set forth in paragraph (a) in this Section 3.02 will not apply to, and there will be excluded from secured Debt in any computation under such restrictions, Debt secured by: (i) the giving, no later than 180 days after the later of (a) the acquisition or completion of construction or completion of substantial reconstruction, renovation, remodeling, expansion or improvement (each a “substantial improvement”) of such property, and (b) the placing in operation of such property after the acquisition or completion of any such construction or substantial improvement, of any purchase money Mortgage, or the acquiring of property not theretofore owned by the Company or such Restricted Subsidiary subject to any then existing Mortgage securing Indebtedness (whether or not assumed) including Indebtedness incurred for reimbursement of funds previously expended for any such purpose, provided that in each case (x) such Mortgage is limited to such property, including accretions thereto and any such construction or substantial improvement; (y) the principal amount of the Indebtedness being incurred that is secured by such Mortgage shall not exceed the cost of such acquired property, construction or substantial improvement, as the case may be; and (z) the principal amount of the Indebtedness secured by such Mortgage, together with all other Indebtedness to Persons other than the Company or a Restricted Subsidiary secured by Mortgages on property ofsuch property, shall not exceed the total cost of such property, including any such construction or on any shares of Capital Stock of or Debt of, any corporation existing at the time such corporation becomes a Restricted Subsidiarysubstantial improvement; (ii) Mortgages the giving by the Company or a Restricted Subsidiary of a Mortgage on real property that is the sole security for Indebtedness (w) incurred within three years after the latest of (1) the date of acquisition of such real property or (2) the date of completion of construction or substantial improvement made thereon by the Company or such Restricted Subsidiary, (x) incurred for the purpose of reimbursing itself for the cost of acquisition and/or the cost of improvement of such real property, (y) the amount of which does not exceed the aggregate cost of such real property and improvements, and (z) the holder of which shall be entitled to enforce payment of such Indebtedness solely by resorting to the security therefor, without any liability on the part of the Company or such Restricted Subsidiary for any deficiency; (iii) (x) any Mortgage on the Company’s or any Subsidiary’s assets existing on the date of this Fourth Supplemental Indenture, (y) any Mortgage on the assets of any Person on the date it became a Subsidiary or is merged into or consolidated with the Company or any Subsidiary or (z) any Mortgage on the assets of a Subsidiary that is newly designated as a Restricted Subsidiary, if such Mortgage was created while such Subsidiary was a Non-Restricted Subsidiary, and such Mortgage would have been permitted under the provisions of this paragraph if such Subsidiary had been a Restricted Subsidiary at the time such Mortgage was created; (iv) any Mortgage incurred in connection with any refinancing, refunding or extension of Indebtedness secured by a Mortgage permitted under clauses (i) to (iii) above, provided that the principal amount of the refinancing, refunding or extending Indebtedness does not exceed the principal amount of the Indebtedness so refinanced, refunded or extended and that such Mortgage applies only to the same property or assets subject to the prior permitted Mortgage and fixtures and building improvements thereon (and if the prior Mortgage was incurred under clause (ii) above, the requirements of clause (z) thereof are satisfied); or (v) any Mortgage given in favor of the Company or any Wholly Owned Restricted Subsidiary; (iii) Mortgages on property, shares of Capital Stock or Debt existing at the time of acquisition thereof (including acquisition through merger, consolidation, purchase, lease or some other method) or to secure the payment of all or any part of the purchase price thereof or cost of construction, development, refurbishment, or improvement thereon or to secure any Debt incurred prior to, at the time of, or within 360 days after the later of the acquisition of such property, shares of Capital Stock or Debt or the completion, development, refurbishment or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment or improvement thereon; (iv) Mortgages securing obligations issued by a state, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the Holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations; (v) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing paragraphs (1) to (5), inclusive; provided, however, that such extension, renewal or replacement Mortgage shall be limited to all or part of the same property, shares of Capital Stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and the principal amount of Debt secured by such Mortgage immediately prior to such extension, renewal or refunding is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programs. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If the The Company or will not itself, and will not permit any Restricted Subsidiary shall after the date of the Indenture to, incur, issue, assume assume, or guarantee any loans, whether or not evidenced by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinafterloans, “and notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called "Debt”) "), secured after the date hereof by pledge of, or mortgage or lien on, any Principal Property of the Company or any Restricted Subsidiary, Subsidiary or on any shares of Capital Stock of or Debt of any Restricted Subsidiary (mortgages, pledges and liens being hereinafter herein called “"Mortgage" or "Mortgages”"), without effectively providing that the Securities (together with, if the Company shall secure so determine, any other Debt of the Company or cause such Restricted Subsidiary to secure the 2020 Notes (and any other Debt Securities issued under the Indenture then existing or thereafter created which is not subordinated to the extent the terms thereof so provideSecurities) shall be secured equally and ratably with (or, at the option of the Company’s option, prior to) such secured Debt, so long as such secured Debt shall be so secured, unless unless, after giving effect thereto, the aggregate amount of all such secured Debt plus all Attributable Debt of the Company and its Restricted Subsidiaries with respect to sale and leaseback transactions to which Section 1008 is applicable would not exceed 1510% of Consolidated Net Tangible Assets. (b) The restrictions set forth in paragraph (a) in , provided, however, that this Section 3.02 will 1007 shall not apply to, and there will shall be excluded from secured Debt in any computation under such restrictionsthis Section 1007 or Section 1008, Debt secured by: (i1) Mortgages on property of, or on any shares of Capital Stock of or Debt of, any corporation existing at the time such corporation becomes a Restricted Subsidiary; (ii2) Mortgages in favor of the Company or any Restricted Subsidiary; (iii3) Mortgages in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute; (4) Mortgages on property, shares of Capital Stock or Debt existing at the time of acquisition thereof (including acquisition through merger, merger or consolidation, purchase, lease or some other method) or to secure the payment of all or any part of the purchase price thereof or cost of construction, development, refurbishment, or improvement construction thereon or to secure any Debt incurred prior to, at the time of, or within 360 180 days after the later of the acquisition of such property, shares of Capital Stock or Debt or the completioncompletion of construction, development, refurbishment or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment or improvement construction thereon; (iv5) Mortgages securing obligations issued by a stateState, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the Holder holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United Statesprovision) as in effect at the time of the issuance of such obligations;; or (v6) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi) any Any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing paragraphs clauses (1) to or (54), inclusive; provided, however, that such extension, renewal or replacement Mortgage shall be limited to all or part of the same property, shares of Capital Stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and the principal amount of Debt secured by such Mortgage immediately prior to such extension, renewal or refunding is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programs. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. The Company shall not itself, and shall not permit any of its subsidiaries to, (i) create or permit to subsist any mortgage upon the whole or any part of its present or future assets or revenues (including uncalled capital) to secure any indebtedness for borrowed money which is represented by any bond, note, debenture, debenture stock, loan stock, certificate or other instrument which is (with the consent of the issuer of the indebtedness) at the time listed, quoted or traded on any stock exchange or in any securities market (including, without limitation, any over-the-counter market) or (ii) guarantee any such indebtedness of any Person without (a) If in the Company or any Restricted Subsidiary shall after the date case of the Indenture creation of a security interest, at the same time or prior thereto or, in any other case, promptly, securing the Outstanding Securities of any series equally and ratably therewith or (b) providing such other security interest or other arrangement (whether or not it includes the granting of a security interest) for such Securities as may be approved by Holders of a majority in principal amount of Outstanding Securities of any series. The Parent Guarantor will not itself, and will not permit any Domestic Subsidiary to, incur, issue, assume or guarantee any loans, whether or not evidenced indebtedness for borrowed money represented by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for borrowed money (such notes, bonds, debentures or other similar evidences of indebtedness for borrowed (hereinafter, money being hereinafter in this Article called “Debt”) ), secured by pledge ofa Mortgage on any Principal Domestic Property, or mortgage or lien on, any Principal Property of the Company or any Restricted Subsidiary, or on any shares of Capital Stock of stock or Debt of any Restricted Subsidiary (mortgagesDomestic Subsidiary, pledges and liens being hereinafter called “Mortgages”), the Company shall secure without effectively providing or cause such Restricted causing its Domestic Subsidiary to secure provide that the 2020 Notes (and any other Debt Outstanding Securities issued under the Indenture to the extent the terms thereof so provide) shall be secured equally and ratably with (or, at the Company’s option, or prior to) such secured DebtDebt (for the purpose of providing such equal and ratable security, the principal amount of Outstanding Securities of any series of Original Issue Discount Securities shall be such portion of the principal amount as may be specified in the terms of that series that would be payable upon acceleration of the Maturity thereof at the time of such determination), so long as such secured Debt shall be so secured, unless unless, after giving effect thereto, the aggregate amount of all such secured Debt plus all Attributable Debt in respect of Sale and Leaseback Transactions involving Principal Domestic Properties (other than Sale and Leaseback Transactions permitted pursuant to clause (2) of Section 10.7) would not exceed 15% of Consolidated Net Assets. (b) The restrictions set forth in paragraph (a) in ; provided, however, that this Section 3.02 will shall not apply to, and there will shall be excluded from secured Debt in any computation under such restrictionsthis Section, Debt secured by: (i1) Mortgages on property of, or on any shares of Capital Stock of stock or Debt of, any corporation Person existing at the time such corporation Person becomes a Restricted Domestic Subsidiary; (ii2) Mortgages in favor of the Company Parent Guarantor or any Restricted SubsidiarySubsidiary thereof; (iii3) Mortgages in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or in favor of any other country, or any department, agency or instrumentality or political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute; (4) Mortgages on property, shares of Capital Stock stock or Debt existing at the time of acquisition thereof (including acquisition through merger, merger or consolidation, purchase, lease or some other method); (5) or Mortgages to secure the payment of all or any part of the purchase price thereof or cost of acquisition, construction, development, refurbishment, development or improvement thereon of the underlying property, or to secure debt incurred to provide funds for any Debt incurred prior tosuch purpose, at provided that the time of, or within 360 commitment of the creditor to extend the credit secured by any such Mortgage shall have been obtained not later than 365 days after the later of (a) the acquisition completion of the acquisition, construction, development or improvement of such property or (b) the placing in operation of such property, shares of Capital Stock or Debt or the completion, development, refurbishment or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment or improvement thereon; (iv6) With respect to each series of Securities, Mortgages securing obligations issued by a state, territory or possession of existing on the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and first date on which the interest a Security of such series is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued authenticated by the Internal Revenue Service, includible in gross income of the Holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligationsTrustee hereunder; (v7) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (incurred in connection with pollution control, industrial revenue or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility)similar financings; (vi8) Mortgages created in substitution of or as replacements for any Mortgages referred to in the foregoing clauses (1) through (7), inclusive; provided, that, based on a good faith determination of an Officer of the Parent Guarantor, the property encumbered under any such substitute or replacement Mortgage is substantially similar in nature to the property encumbered by the otherwise permitted Mortgage which is being replaced; and (9) Any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Debt secured by any Mortgage referred to in the foregoing paragraphs clauses (1) to through (5)8), inclusive; provided, however, that (i) such extension, renewal or replacement Mortgage shall be limited to all or a part of the same property, shares of Capital Stock stock or Debt debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property, and plus any property relating to a specific project, the completion of which is funded pursuant to clause (ii)(b) below) and (ii) the principal amount of Debt secured by such Mortgage immediately prior to at such extension, renewal or refunding time is not increased (except any increase in other than (a) by an amount equal to any related financing costs (including, but not to exceed limited to, the amount of any unfunded commitments accrued interest and premium, if any, on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programs. (c) In addition to the provisions of paragraphs (aDebt being refinanced) and (b) where an additional principal amount of this Section, Debt is incurred to provide funds for the Company and the Guarantors shall equally and ratably secure the 2020 Notes completion of a specific project that is subject to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests a Mortgage securing the Credit Facilities are permitted pursuant Debt being extended, refinanced or renewed, by an amount equal to the foregoingsuch additional principal amount). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If the The Company or covenants and agrees that it will not, and will not permit any Restricted Subsidiary shall after the date of the Indenture incurto create, issue, incur, assume or guarantee any loans, whether Secured Debt without making effective provision (and the Company covenants that in such case it will make or not evidenced cause to be made effective provision) whereby the Senior Notes then outstanding and any other indebtedness of or guarantee by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinafter, “Debt”) secured by pledge of, or mortgage or lien on, any Principal Property of the Company or any Restricted Subsidiary, or on any shares of Capital Stock of or Debt of any Restricted Subsidiary (mortgages, pledges and liens being hereinafter called “Mortgages”), the Company shall secure or cause such Restricted Subsidiary to secure the 2020 Notes (and any other Debt Securities issued under the Indenture to the extent the terms thereof so provide) then entitled thereto shall be secured by such Mortgage equally and ratably with (or, at the Company’s option, or prior to) such any and all other obligations and indebtedness thereby secured Debt, for so long as any such secured Debt other obligations and indebtedness shall be so secured, unless after giving effect thereto, the aggregate amount of all such secured Secured Debt plus all Attributable Debt of the Company and its Restricted Subsidiaries in respect of sale and leaseback transactions (as defined in Section 1009) involving Principal Properties (other than sale and leaseback transactions permitted by clause (a)(1) of Section 1009 in reliance upon one of the exclusions set forth in paragraphs (1) through (6) below and clause (a)(2) of Section 1009) would not exceed 1510% of Consolidated Net Tangible Assets. (b) The restrictions set forth in paragraph (a) in ; provided, however, that this Section 3.02 will shall not apply to, and there will shall be excluded from secured Secured Debt in any computation under such restrictionsthis Section, Debt indebtedness for money borrowed secured by: (i1) Mortgages existing on the date of this Fourteenth Supplemental Indenture; (2) Mortgages on any real or personal property ofof any Person, or on any shares of Capital Stock of or Debt of, any corporation which Mortgages are existing at the time such corporation becomes Person became a Restricted Subsidiary, which Mortgage was not incurred in contemplation of such Person becoming a Restricted Subsidiary; (ii3) Mortgages in favor of the Company or any Restricted Subsidiary; (iii4) Mortgages existing on any real or personal property at the time it is acquired by the Company or a Restricted Subsidiary or created within 18 months after the date of such acquisition, conditional sale and similar agreements; (5) Mortgages on property, shares of Capital Stock any real or Debt existing at the time of acquisition thereof (including acquisition through merger, consolidation, purchase, lease or some other method) or personal property to secure the payment of all or any part of the purchase price or construction cost thereof or cost of construction, development, refurbishment, or improvement thereon or to secure any Debt indebtedness for money borrowed incurred prior to, at the time of, or within 360 days 18 months after the later acquisition, the completion of any construction or the acquisition commencement of full operation of such property, shares of Capital Stock or Debt or the completion, development, refurbishment or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment or improvement thereon;construction cost thereof; and (iv6) Mortgages securing obligations issued by a state, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the Holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations; (v) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi) any Any extension, renewal or replacement refunding (or successive extensions, renewals or replacementsrefundings), as a whole or in part, of any Mortgage referred to in the foregoing paragraphs clauses (1) to (5), ) inclusive; provided, however, that such extension, renewal or replacement Mortgage shall be limited to all or part of the same property, shares of Capital Stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and provided the principal amount of Debt secured by such Mortgage immediately prior to such extension, renewal or refunding is may not increased (except any increase in an exceed the principal amount not to exceed of the Mortgage being extended, renewed or refunded plus the amount of any unfunded commitments on the date of the Indenture referred to premium or other costs paid in clause (5) in the case of an connection with such extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programsrefunding. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If the Company or any Restricted Subsidiary shall after the date of the Indenture incur, issue, assume or guarantee any loans, whether or not evidenced indebtedness for borrowed money represented by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinafterindebtedness, “Debt”) secured by a mortgage, pledge of, or mortgage or other lien on, on any Principal Property or any capital stock or indebtedness held directly by the Company of any Subsidiary of the Company or any Restricted Subsidiary, or on any shares of Capital Stock of or Debt of any Restricted Subsidiary (mortgages, pledges and liens being hereinafter called “Mortgages”)Company, the Company shall secure or cause such Restricted Subsidiary to secure the 2020 Series B Senior Notes (and any other Debt Securities issued under the Indenture to the extent the terms thereof so provide) equally and ratably with (or, at the Company’s option, or prior to) such secured Debtindebtedness, so long as such secured Debt indebtedness shall be so secured, unless after giving effect thereto the aggregate amount of all such secured indebtedness so secured, together with all Attributable Debt in respect of sale and leaseback transactions involving Principal Properties, would not exceed 15% of the Consolidated Net Assets. (b) Assets of the Company. The restrictions set forth in paragraph (a) in this Section 3.02 will foregoing restriction shall not apply to, and there will shall be excluded from in computing secured Debt in indebtedness for the purpose of such restriction, indebtedness secured by (a) property of any computation under such restrictionsSubsidiary of the Company, Debt secured by: (ib) Mortgages liens on property of, or on any shares of Capital Stock of stock or Debt debt of, any corporation existing at the time such corporation becomes a Restricted Subsidiary; , (iic) Mortgages liens in favor of the Company or any Restricted Subsidiary; , (iiid) Mortgages liens in favor of U.S. or foreign governmental bodies to secure partial, progress, advance or other payments, (e) liens on property, shares of Capital Stock stock or Debt debt existing at the time of acquisition thereof (including acquisition through mergermerger or consolidation), consolidation, purchase, lease purchase money mortgages and construction cost mortgages existing at or some other method) or to secure the payment incurred within 180 days of all or any part of the purchase price thereof or cost of construction, development, refurbishment, or improvement thereon or to secure any Debt incurred prior to, at the time of, or within 360 days after the later of the acquisition of such property, shares of Capital Stock or Debt or the completion, development, refurbishment or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment or improvement thereon; (iv) Mortgages securing obligations issued by a state, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the Holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations; acquisition thereof, (vf) Mortgages liens existing at the date of the Indenture securing Debt outstanding on the first date of on which any Series B Senior Note is authenticated by the Indenture Trustee, (g) liens under one or Debt more credit facilities for indebtedness in respect of commitments outstanding on the date of the Indenture an aggregate principal amount not to the extent such commitments are under a secured Debt facility); exceed $900,000,000 at any time outstanding, (vih) liens incurred in connection with pollution control, industrial revenue or similar financings, and (i) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage debt secured by any liens referred to in the foregoing paragraphs clauses (1a) to through (5h), inclusive; provided, however, that such extension, renewal or replacement Mortgage shall be limited to all or part of the same property, shares of Capital Stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and the principal amount of Debt secured by such Mortgage immediately prior to such extension, renewal or refunding is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programs. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If the The Company shall not, and shall not cause or any permit a Restricted Subsidiary shall after the date of the Indenture to, create, incur, issue, assume or guarantee any loans, whether or not evidenced by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinafter, “Debt”) Secured Debt unless the Notes will be secured by pledge of, or mortgage or lien on, any Principal Property of the Company or any Restricted Subsidiary, or on any shares of Capital Stock of or Debt of any Restricted Subsidiary (mortgages, pledges and liens being hereinafter called “Mortgages”), the Company shall secure or cause such Restricted Subsidiary to secure the 2020 Notes (and any other Debt Securities issued under the Indenture to the extent the terms thereof so provide) equally and ratably with (or, at the Company’s option, or prior to) such secured Secured Debt; provided that this restriction does not prohibit the creation, so long as such secured incurrence, assumption or guarantee of Secured Debt shall be so secured, unless the aggregate amount of all such secured Debt would not exceed 15% of Consolidated Net Assets. (b) The restrictions set forth in paragraph (a) in this Section 3.02 will not apply to, and there will be excluded from secured Debt in any computation under such restrictions, Debt which is secured by: (i) Mortgages Security Interests on model homes, homes held for sale, homes that are under contract for sale, contracts for the sale of homes, land (improved or unimproved), manufacturing plants, warehouses or office buildings and fixtures and equipment located thereat, or thereon; (ii) Security Interests on property ofat the time of its acquisition by the Company or a Restricted Subsidiary, which Security Interests secure obligations assumed by the Company or a Restricted Subsidiary, or on any shares the property of Capital Stock of a corporation or Debt of, any corporation existing other entity at the time it is merged into or consolidated with the Company or a Restricted Subsidiary (other than Secured Debt created in contemplation of the acquisition of such corporation becomes property or the consummation of such a merger or consolidation or where the Security Interest attaches to or affects the Company’s property or the property of a Restricted Subsidiary prior to such transaction); (iii) Security Interests arising from conditional sales agreements or title retention agreements with respect to property acquired by the Company or a Restricted Subsidiary; (iiiv) Mortgages in favor Security Interests securing Indebtedness of a Restricted Subsidiary owing to the Company or any to another Restricted Subsidiary;Subsidiary that is wholly-owned (directly or indirectly) by the Company; and (iiiv) Mortgages on propertySecurity Interests constituting the pledge or deposit of cash or other property in connection with obtaining surety, shares performance, completion or payment bonds and letters of Capital Stock credit or Debt existing at other similar instruments or providing xxxxxxx money obligations, escrows or similar purpose undertakings or indemnifications in the time of acquisition thereof (including acquisition through merger, consolidation, purchase, lease or some other method) or to secure the payment of all or any part ordinary course of the purchase price thereof or cost of construction, development, refurbishment, or improvement thereon or to secure any Debt incurred prior to, at the time of, or within 360 days after the later of the acquisition of such property, shares of Capital Stock or Debt Company’s business or the completion, development, refurbishment or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment or improvement thereon;Restricted Subsidiaries’ business. (ivb) Mortgages securing obligations issued by a state, territory or possession For purposes of the United Statesdetermining compliance with this Section 5.01, any political subdivision of any of the foregoingamendments, modifications, restatements, supplements, renewals, replacements, extensions, refinancings or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is notrefundings, in the opinion of tax counsel of recognized standing whole or in accordance with a ruling issued by part, including, in each case, any increase in the Internal Revenue Serviceprincipal amount, includible in gross income of the Holder by reason of Section 103(a)(1Secured Debt permitted pursuant to clauses (i) of the Internal Revenue Code through (or any successor to such provision or any other similar statute of the United Statesv) as in effect above at the time of the issuance of such obligations; original incurrence thereof, or by this clause (v) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi) any extension, renewal or replacement (or successive extensions, renewals or replacementsb), as a whole or in part, of any Mortgage referred to in the foregoing paragraphs (1) to (5), inclusive; provided, however, that such extension, renewal or replacement Mortgage shall be limited to all or part of the same property, shares of Capital Stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and the principal amount of Debt secured by such Mortgage immediately prior to such extension, renewal or refunding is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred permitted under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programsthis Section 5.01. (c) In addition to the provisions of paragraphs (a) and (b) of this Sectionaddition, the Company and its Restricted Subsidiaries may create, incur, assume or guarantee Secured Debt, without equally or ratably securing the Guarantors shall Notes, if immediately thereafter the sum of (i) the aggregate principal amount of all Secured Debt outstanding (excluding Secured Debt permitted under clauses (a)(i) through (v) above and any Secured Debt in relation to which the Notes have been secured equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing (or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoingprior to). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (bii) all Attributable Debt in respect of Sale and Leaseback Transactions (excluding Attributable Debt in respect of Sale and Leaseback Transactions as to which the provisions set forth in clauses (a)(i), (ii) and (iii) under Section 5.02 hereof have been complied with) as of the date of determination would not exceed the greater of $500,000,000 or 20% of Consolidated Net Tangible Assets. (d) Any Security Interest created for the benefit of the Holders of the Notes pursuant to this Section 5.01 shall applyprovide by its terms that such Security Interest shall be automatically and unconditionally released and discharged upon the release and discharge of all Security Interests securing the relevant other obligations that gave rise to the creation of Security Interests for the benefit of the Holders of the Notes under this Section.

Restrictions on Secured Debt. (a) If the The Company or covenants and agrees that it will not, and will not permit any Restricted Subsidiary shall after the date of the Indenture incurto, create, issue, incur, assume or guarantee any loans, whether Secured Debt without making effective provision (and the Company covenants that in such case it will make or not evidenced cause to be made effective provision) whereby the Securities then Outstanding and any other indebtedness of or guaranteed by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinafter, “Debt”) secured by pledge of, or mortgage or lien on, any Principal Property of the Company or any Restricted Subsidiary, or on any shares of Capital Stock of or Debt of any Restricted Subsidiary (mortgages, pledges and liens being hereinafter called “Mortgages”), the Company shall secure or cause such Restricted Subsidiary to secure the 2020 Notes (and any other Debt Securities issued under the Indenture to the extent the terms thereof so provide) then entitled thereto, shall be secured by such mortgage, pledge, lien or encumbrance equally and ratably with (or, at the Company’s option, or prior to) such any and all other obligations and indebtedness thereby secured Debt, for so long as any such secured Debt other obligations and indebtedness shall be so secured; provided, unless however, that the aggregate amount foregoing covenants shall not be applicable to the following: (i) Any mortgage, pledge, lien or other encumbrance on any property acquired or constructed by the Company or a Restricted Subsidiary and created contemporaneously with, or within 24 months after, such acquisition or the completion of all such secured Debt would construction and commencement of full operation of such property, whichever is later, to secure or provide for the payment of any part of the purchase or construction price of such property, or (ii) the acquisition by the Company or a Restricted Subsidiary of property subject to any mortgage, pledge, lien or other encumbrance upon such property existing at the time of acquisition thereof, whether or not exceed 15% assumed by the Company or such Restricted Subsidiary, or (iii) any conditional sales agreement or other title retention agreement with respect to any property hereafter acquired, provided that the lien of Consolidated Net Assetsany such mortgage, pledge, lien or other encumbrance or agreement does not spread to other property except unimproved real property previously owned upon which any new construction has taken place and subsequent additions to such acquired or constructed property. (b) The restrictions set forth Any mortgage, pledge, lien, or other encumbrance created for the sole purposes of extending, renewing or refunding, in paragraph (a) in whole or part, any mortgage, pledge, lien or other encumbrance permitted by this Section 3.02 will not apply to10.10 or any ----- mortgage, and there will be excluded from secured Debt in pledge, lien or other encumbrance securing the indebtedness of the Company or of any computation under such restrictions, Debt secured by: (i) Mortgages Restricted Subsidiary on property of, the date of this Indenture or on any shares of Capital Stock of or Debt of, any a corporation existing at the time such corporation becomes a Restricted Subsidiary; (ii) Mortgages in favor of the Company or any Restricted Subsidiary; (iii) Mortgages on property, shares of Capital Stock or Debt existing at the time of acquisition thereof (including acquisition through merger, consolidation, purchase, lease or some other method) or to secure the payment of all or any part of the purchase price thereof or cost of construction, development, refurbishment, or improvement thereon or to secure any Debt incurred prior to, at the time of, or within 360 days after the later of the acquisition of such property, shares of Capital Stock or Debt or the completion, development, refurbishment or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment or improvement thereon; (iv) Mortgages securing obligations issued by a state, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the Holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations; (v) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, refundings of any Mortgage referred to in the foregoing paragraphs (1) to (5)such mortgage, inclusivepledge, lien or other encumbrance; provided, however, that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement Mortgage refunding and that such extension, renewal or refunding mortgage, pledge, lien or other encumbrance shall be limited to all or that part of the same property, shares of Capital Stock or Debt that properties which secured the Mortgage mortgage, pledge, lien or other encumbrance extended, renewed or replaced refunded. (c) Any Secured Debt of a Restricted Subsidiary owing to the Company or a Wholly-owned Restricted Subsidiary. (d) Secured Debt of the Company and its Restricted Subsidiaries which would otherwise be prohibited by the foregoing restrictions (not including Secured Debt permitted to be secured under subparagraphs (a) through (c) above, so long as the sum of any such Secured Debt hereafter incurred plus improvements on such property) Attributable Debt of the Company and any Restricted Subsidiaries in respect of existing Sale and Leaseback Transactions hereafter entered into (excluding Attributable Debt incurred in respect of any Sale and Leaseback Transaction entered into in respect of property acquired by the principal amount of Debt secured by such Mortgage immediately Company or a Restricted Subsidiary not more than 24 months prior to the date such Transaction is entered into) plus unsecured Funded Debt of any Restricted Subsidiary hereafter incurred (excluding unsecured Funded Debt incurred through the extension, renewal or refunding is of Funded Debt where Consolidated Funded Debt was not thereby increased (except and excluding any increase in an amount not Funded Debt owed to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way Wholly-owned Restricted Subsidiary) does not at the use thereof in the operation time exceed 20% of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programsConsolidated Net Tangible Assets. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If the The Company or shall not, and shall not permit any Restricted Subsidiary shall after the date of the Indenture incurto, issue, assume or guarantee any loansIndebtedness secured by any mortgage, whether or not evidenced by negotiable instruments or securitiessecurity interest, or any notespledge, bonds, debentures lien or other similar evidences of indebtedness for money borrowed encumbrance (hereinafter, herein referred to as a “DebtMortgage” or “Mortgages”) secured by pledge of, or mortgage or lien on, upon any Principal Operating Property of the Company or any Restricted Subsidiary, whether such Operating Property is now owned or on hereafter acquired, without in any shares of Capital Stock of such case effectively providing concurrently with the issuance, assumption or Debt guarantee of any Restricted Subsidiary such Indebtedness that the Notes (mortgagestogether with, pledges and liens being hereinafter called “Mortgages”), if the Company shall secure or cause such Restricted Subsidiary to secure the 2020 Notes (and so determine, any other Debt Securities issued under Indebtedness ranking equally with the Indenture to Notes other than debt securities not having the extent the terms thereof so providebenefit of this provision) shall be secured equally and ratably with (orsuch Indebtedness, at except that the Company’s option, prior to) such secured Debt, so long as such secured Debt foregoing restrictions shall be so secured, unless the aggregate amount of all such secured Debt would not exceed 15% of Consolidated Net Assets. (b) The restrictions set forth in paragraph (a) in this Section 3.02 will not apply to, and there will be excluded from secured Debt in any computation under such restrictions, Debt secured by: (i) the giving, no later than 180 days after the later of (a) the acquisition or completion of construction or completion of substantial reconstruction, renovation, remodeling, expansion or improvement (each a “substantial improvement”) of such property, and (b) the placing in operation of such property after the acquisition or completion of any such construction or substantial improvement, of any purchase money Mortgage, or the acquiring of property not theretofore owned by the Company or such Restricted Subsidiary subject to any then existing Mortgage securing Indebtedness (whether or not assumed) including Indebtedness incurred for reimbursement of funds previously expended for any such purpose, provided that in each case (x) such Mortgage is limited to such property, including accretions thereto and any such construction or substantial improvement; (y) the principal amount of the Indebtedness being incurred that is secured by such Mortgage shall not exceed the cost of such acquired property, construction or substantial improvement, as the case may be; and (z) the principal amount of the Indebtedness secured by such Mortgage, together with all other Indebtedness to Persons other than the Company or a Restricted Subsidiary secured by Mortgages on property ofsuch property, shall not exceed the total cost of such property, including any such construction or on any shares of Capital Stock of or Debt of, any corporation existing at the time such corporation becomes a Restricted Subsidiarysubstantial improvement; (ii) Mortgages the giving by the Company or a Restricted Subsidiary of a Mortgage on real property that is the sole security for Indebtedness (w) incurred within three years after the latest of (1) the date of acquisition of such real property or (2) the date of completion of construction or substantial improvement made thereon by the Company or such Restricted Subsidiary, (x) incurred for the purpose of reimbursing itself for the cost of acquisition and/or the cost of improvement of such real property, (y) the amount of which does not exceed the aggregate cost of such real property and improvements, and (z) the holder of which shall be entitled to enforce payment of such Indebtedness solely by resorting to the security therefor, without any liability on the part of the Company or such Restricted Subsidiary for any deficiency; (iii) (x) any Mortgage on the Company’s or any Subsidiary’s assets existing on the date of this Fifth Supplemental Indenture, (y) any Mortgage on the assets of any Person on the date it became a Subsidiary or is merged into or consolidated with the Company or any Subsidiary or (z) any Mortgage on the assets of a Subsidiary that is newly designated as a Restricted Subsidiary, if such Mortgage was created while such Subsidiary was a Non-Restricted Subsidiary, and such Mortgage would have been permitted under the provisions of this paragraph if such Subsidiary had been a Restricted Subsidiary at the time such Mortgage was created; (iv) any Mortgage incurred in connection with any refinancing, refunding or extension of Indebtedness secured by a Mortgage permitted under clauses (i) to (iii) above, provided that the principal amount of the refinancing, refunding or extending Indebtedness does not exceed the principal amount of the Indebtedness so refinanced, refunded or extended and that such Mortgage applies only to the same property or assets subject to the prior permitted Mortgage and fixtures and building improvements thereon (and if the prior Mortgage was incurred under clause (ii) above, the requirements of clause (z) thereof are satisfied); or (v) any Mortgage given in favor of the Company or any Wholly Owned Restricted Subsidiary; (iii) Mortgages on property, shares of Capital Stock or Debt existing at the time of acquisition thereof (including acquisition through merger, consolidation, purchase, lease or some other method) or to secure the payment of all or any part of the purchase price thereof or cost of construction, development, refurbishment, or improvement thereon or to secure any Debt incurred prior to, at the time of, or within 360 days after the later of the acquisition of such property, shares of Capital Stock or Debt or the completion, development, refurbishment or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment or improvement thereon; (iv) Mortgages securing obligations issued by a state, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the Holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations; (v) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing paragraphs (1) to (5), inclusive; provided, however, that such extension, renewal or replacement Mortgage shall be limited to all or part of the same property, shares of Capital Stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and the principal amount of Debt secured by such Mortgage immediately prior to such extension, renewal or refunding is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programs. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If the The Company or shall not, and shall not permit any Restricted Subsidiary shall after the date of the Indenture incur, to issue, assume or guarantee any loansIndebtedness secured by any mortgage, whether or not evidenced by negotiable instruments or securitiessecurity interest, or any notespledge, bonds, debentures lien or other similar evidences of indebtedness for money borrowed encumbrance (hereinafter, herein referred to as a “DebtMortgage” or “Mortgages”) secured by pledge of, or mortgage or lien on, upon any Principal Operating Property of the Company or any Restricted Subsidiary, whether such Operating Property is now owned or on hereafter acquired, without in any shares of Capital Stock of such case effectively providing concurrently with the issuance, assumption or Debt guarantee of any Restricted Subsidiary such Indebtedness that the Notes (mortgagestogether with, pledges and liens being hereinafter called “Mortgages”), if the Company shall secure or cause such Restricted Subsidiary to secure the 2020 Notes (and so determine, any other Debt Indebtedness ranking equally with the Notes other than Securities issued under not having the Indenture to the extent the terms thereof so providebenefit of this Section 4.01) shall be secured equally and ratably with (orsuch Indebtedness, at except that the Company’s option, prior to) such secured Debt, so long as such secured Debt foregoing restrictions shall be so secured, unless the aggregate amount of all such secured Debt would not exceed 15% of Consolidated Net Assets. (b) The restrictions set forth in paragraph (a) in this Section 3.02 will not apply to, and there will be excluded from secured Debt in any computation under such restrictions, Debt secured by: (i) the giving, within 180 days after the later (a) of the acquisition or completion of construction or completion of substantial reconstruction, renovation, remodeling, expansion or improvement (each a “substantial improvement”) of such property, and (b) the placing in operation of such property after the acquisition or completion of any such construction or substantial improvement, of any purchase money Mortgage, or the acquiring of property not theretofore owned by the Company or such Restricted Subsidiary subject to any then existing Mortgage securing Indebtedness (whether or not assumed) including Indebtedness incurred for reimbursement of funds previously expended for any such purpose, provided that in each case (x) such Mortgage is limited to such property, including accretions thereto and any such construction or substantial improvement; (y) the principal amount of the Indebtedness being incurred that is secured by such Mortgage shall not exceed the cost of such acquired property, construction or substantial improvement, as the case may be; and (z) the principal amount of the Indebtedness secured by such Mortgage, together with all other Indebtedness to persons other than the Company or a Restricted Subsidiary secured by Mortgages on property ofsuch property, shall not exceed the total cost of such property, including any such construction or on any shares of Capital Stock of or Debt of, any corporation existing at the time such corporation becomes a Restricted Subsidiarysubstantial improvement; (ii) Mortgages the giving by the Company or a Restricted Subsidiary of a Mortgage on real property that is the sole security for Indebtedness (w) incurred within three years after the latest of (1) the date of acquisition of such real property or (2) the date of completion of construction or substantial improvement made thereon by the Company or such Restricted Subsidiary, (x) incurred for the purpose of reimbursing itself for the cost of acquisition and/or the cost of improvement of such real property, (y) the amount of which does not exceed the aggregate cost of such real property and improvements, and (z) the holder of which shall be entitled to enforce payment of such Indebtedness solely by resorting to the security therefor, without any liability on the part of the Company or such Restricted Subsidiary for any deficiency; (iii) (x) any Mortgage on the Company’s or any Subsidiary’s assets existing on the date of this Fourth Supplemental Indenture, or (y) any Mortgage on the assets of any person on the date it became a Subsidiary or is merged into or consolidated with the Company or any Subsidiary or (z) any Mortgage on the assets of a Subsidiary that is newly designated as a Restricted Subsidiary, if such Mortgage was created while such Subsidiary was a Non-Restricted Subsidiary, and such Mortgage would have been permitted under the provisions of this paragraph if such Subsidiary had been a Restricted Subsidiary at the time such Mortgage was created; (iv) any Mortgage incurred in connection with any refunding or extension of Indebtedness secured by a Mortgage permitted under clauses (i) to (iii) above, provided that the principal amount of the refinancing or extending Indebtedness does not exceed the principal amount of the Indebtedness so refunded or extended and that such Mortgage applies only to the same property or assets subject to the prior permitted Mortgage and fixtures and building improvements thereon (and if the prior Mortgage was incurred under clause (ii) above, the requirements of clause (z) thereof are satisfied); or (v) any Mortgage given in favor of the Company or any Wholly Owned Restricted Subsidiary; (iii) Mortgages on property, shares of Capital Stock or Debt existing at the time of acquisition thereof (including acquisition through merger, consolidation, purchase, lease or some other method) or to secure the payment of all or any part of the purchase price thereof or cost of construction, development, refurbishment, or improvement thereon or to secure any Debt incurred prior to, at the time of, or within 360 days after the later of the acquisition of such property, shares of Capital Stock or Debt or the completion, development, refurbishment or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment or improvement thereon; (iv) Mortgages securing obligations issued by a state, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the Holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations; (v) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing paragraphs (1) to (5), inclusive; provided, however, that such extension, renewal or replacement Mortgage shall be limited to all or part of the same property, shares of Capital Stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and the principal amount of Debt secured by such Mortgage immediately prior to such extension, renewal or refunding is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programs. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If the The Company or covenants and agrees that it will not, and will not permit any Restricted Subsidiary shall after the date of the Indenture incurto create, issue, incur, assume or guarantee any loans, whether Secured Debt without making effective provision (and the Company covenants that in such case it will make or not evidenced cause to be made effective provision) whereby the Senior Notes then outstanding and any other indebtedness of or guarantee by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinafter, “Debt”) secured by pledge of, or mortgage or lien on, any Principal Property of the Company or any Restricted Subsidiary, or on any shares of Capital Stock of or Debt of any Restricted Subsidiary (mortgages, pledges and liens being hereinafter called “Mortgages”), the Company shall secure or cause such Restricted Subsidiary to secure the 2020 Notes (and any other Debt Securities issued under the Indenture to the extent the terms thereof so provide) then entitled thereto shall be secured by such Mortgage equally and ratably with (or, at the Company’s option, or prior to) such any and all other obligations and indebtedness thereby secured Debt, for so long as any such secured Debt other obligations and indebtedness shall be so secured, unless after giving effect thereto, the aggregate amount of all such secured Secured Debt plus all Attributable Debt of the Company and its Restricted Subsidiaries in respect of sale and leaseback transactions (as defined in Section 1009) involving Principal Properties (other than sale and leaseback transactions permitted by clause (a)(1) of Section 1009 in reliance upon one of the exclusions set forth in paragraphs (1) through (6) below and clause (a)(2) of Section 1009) would not exceed 1510% of Consolidated Net Tangible Assets. (b) The restrictions set forth in paragraph (a) in ; provided, however, that this Section 3.02 will shall not apply to, and there will shall be excluded from secured Secured Debt in any computation under such restrictionsthis Section, Debt indebtedness for money borrowed secured by: (i1) Mortgages existing on the date of this First Supplemental Indenture; (2) Mortgages on any real or personal property ofof any Person, or on any shares of Capital Stock of or Debt of, any corporation which Mortgages are existing at the time such corporation becomes Person became a Restricted Subsidiary, which Mortgage was not incurred in contemplation of such Person becoming a Restricted Subsidiary; (ii3) Mortgages in favor of the Company or any Restricted Subsidiary; (iii4) Mortgages existing on any real or personal property at the time it is acquired by the Company or a Restricted Subsidiary or created within 18 months after the date of such acquisition, conditional sale and similar agreements; (5) Mortgages on property, shares of Capital Stock any real or Debt existing at the time of acquisition thereof (including acquisition through merger, consolidation, purchase, lease or some other method) or personal property to secure the payment of all or any part of the purchase price or construction cost thereof or cost of construction, development, refurbishment, or improvement thereon or to secure any Debt indebtedness for money borrowed incurred prior to, at the time of, or within 360 days 18 months after the later acquisition, the completion of any construction or the acquisition commencement of full operation of such property, shares of Capital Stock or Debt or the completion, development, refurbishment or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment or improvement thereon;construction cost thereof; and (iv6) Mortgages securing obligations issued by a state, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the Holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations; (v) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi) any Any extension, renewal or replacement refunding (or successive extensions, renewals or replacementsrefundings), as a whole or in part, of any Mortgage referred to in the foregoing paragraphs clauses (1) to (5), ) inclusive; provided, however, that such extension, renewal or replacement Mortgage shall be limited to all or part of the same property, shares of Capital Stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and provided the principal amount of Debt secured by such Mortgage immediately prior to such extension, renewal or refunding is may not increased (except any increase in an exceed the principal amount not to exceed of the Mortgage being extended, renewed or refunded plus the amount of any unfunded commitments on the date of the Indenture referred to premium or other costs paid in clause (5) in the case of an connection with such extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programsrefunding. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If the The Company or will not itself, and will not permit any Restricted Subsidiary shall to, incur, issue or assume any Indebtedness secured after the date of the Indenture incur, issue, assume or guarantee any loans, whether or not evidenced by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinafter, “Debt”) secured hereof by pledge of, or mortgage or lien on, any Principal Property of the Company or any Restricted Subsidiary, Subsidiary or on any shares of Capital Stock of or Debt Indebtedness of any Restricted Subsidiary (mortgages, pledges and liens being hereinafter in this Section 6.02 called “"Mortgage" or "Mortgages”"), without effectively providing that the Company's obligations under this Agreement and the Notes (together with, if the Company shall secure so determine, the Company's guaranty of debt issued in connection with the 1989 ESOP and any other indebtedness of the Company or cause such Restricted Subsidiary to secure the 2020 Notes (and any other Debt Securities issued under the Indenture then existing or thereafter created which is not subordinate to the extent the terms thereof so provideLoans) shall be secured equally and ratably with (or, at the option of the Company’s option, prior to) such secured Debt, so long as Indebtedness until such secured Debt shall be so securedIndebtedness has been repaid in full and the liens relating thereto have been released (provided that at the time of such payment no Event of Default exists), unless unless, after giving effect thereto, the aggregate amount of all such secured Debt Indebtedness would not exceed 1510% of Consolidated Net Assets. (b) The restrictions set forth in paragraph (a) in Assets of the Company and its Restricted Subsidiaries; provided, however, that this Section 3.02 will 6.02 shall not apply to, and there will shall be excluded from secured Debt Indebtedness in any computation under such restrictionsthis Section 6.02, Debt Indebtedness secured by: (ia) Mortgages mortgages on property of, or on any shares of Capital Stock of or Debt Indebtedness of, any corporation existing at the time such corporation becomes a Restricted Subsidiary; (iib) Mortgages mortgages in favor of the Company or any Restricted Subsidiary; (iiic) Mortgages mortgages in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute; (d) mortgages on property, shares of Capital Stock or Debt Indebtedness existing at the time of acquisition thereof (including acquisition through merger, merger or consolidation, purchase, lease or some other method) or to secure the payment of all or any part of the purchase price thereof or cost of construction, development, refurbishment, or improvement construction thereon or to secure any Debt Indebtedness incurred prior to, at the time of, or within 360 180 days after the later of the acquisition of such property, shares of Capital Stock or Debt Indebtedness or the completion, development, refurbishment or improvement completion of construction for the purpose of financing all or any part of the purchase price thereof or constructionconstruction thereon; provided, developmenthowever, refurbishment that if such financing is in connection with the acquisition of any Timberlands, and the Board of Directors of the Company has determined, prior to or improvement thereonat the time of such acquisition, that the Company will seek such financing (from a lender or investor not including the Company or any Subsidiary), then the applicable Mortgage shall be deemed to be included in this Section 6.02(d) if such Mortgage is created within a further 180 days after the end of such first 180-day period; (ive) Mortgages mortgages securing obligations issued by a state, territory or possession of the United States, or any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible includable in gross income of the Holder holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United Statesprovision) as in effect at the time of the issuance of such obligations; (v) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vif) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing paragraphs Sections 6.02 (1a) to (56.02(e), inclusive; provided, however, that such extension, renewal or replacement Mortgage shall be limited to all or part of the same property, shares of Capital Stock or Debt Indebtedness that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and the principal amount of Debt secured by such Mortgage immediately prior to such extension, renewal or refunding is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5));; or (viig) Mortgages in connection with legal proceedings with respect to any of the Company’s propertymortgage, including any attachment or judgment pledge, lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debtsale, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course assignment of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programsMargin Stock. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If the The Company or covenants and agrees that it will not, and will not permit any Restricted Subsidiary shall after the date of the Indenture incurto create, issue, incur, assume or guarantee any loans, whether Secured Debt without making effective provision (and the Company covenants that in such case it will make or not evidenced cause to be made effective provision) whereby the Securities then outstanding and any other indebtedness of or guarantee by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinafter, “Debt”) secured by pledge of, or mortgage or lien on, any Principal Property of the Company or any Restricted Subsidiary, or on any shares of Capital Stock of or Debt of any Restricted Subsidiary (mortgages, pledges and liens being hereinafter called “Mortgages”), the Company shall secure or cause such Restricted Subsidiary to secure the 2020 Notes (and any other Debt Securities issued under the Indenture to the extent the terms thereof so provide) then entitled thereto shall be secured by such Mortgage equally and ratably with (or, at the Company’s option, or prior to) such any and all other obligations and indebtedness thereby secured Debt, for so long as any such secured Debt other obligations and indebtedness shall be so secured, unless after giving effect thereto, the aggregate amount of all such secured Secured Debt plus all Attributable Debt of the Company and its Restricted Subsidiaries in respect of sale and leaseback transactions (as defined in Section 1009) involving Principal Properties (other than sale and leaseback transactions permitted by clause (a)(1) of Section 1009 in reliance upon one of the exclusions set forth in paragraphs (1) through (6) below and clause (a)(2) of Section 1009) would not exceed 1510% of Consolidated Net Assets. (b) The restrictions set forth in paragraph (a) in Tangible Assets of the Company and its consolidated Restricted Subsidiaries; provided, however, that this Section 3.02 will shall not apply to, and there will shall be excluded from secured Secured Debt in any computation under such restrictionsthis Section, Debt indebtedness for money borrowed secured by: (i1) Mortgages existing on the date of execution and delivery of this Indenture; (2) Mortgages on any real or personal property ofof any Person, or on any shares of Capital Stock of or Debt of, any corporation which Mortgages are existing at the time such corporation becomes Person became a Restricted Subsidiary, (NY) 18002/046/INDENTURE/indenture.doc which Mortgage was not incurred in contemplation of such Person becoming a Restricted Subsidiary; (ii3) Mortgages in favor of the Company or any Restricted Subsidiary; (iii4) Mortgages existing on any real or personal property at the time it is acquired by the Company or a Restricted Subsidiary or created within 18 months after the date of such acquisition, conditional sale and similar agreements; (5) Mortgages on property, shares of Capital Stock any real or Debt existing at the time of acquisition thereof (including acquisition through merger, consolidation, purchase, lease or some other method) or personal property to secure the payment of all or any part of the purchase price or construction cost thereof or cost of construction, development, refurbishment, or improvement thereon or to secure any Debt indebtedness for money borrowed incurred prior to, at the time of, or within 360 days 18 months after the later acquisition, the completion of any construction or the acquisition commencement of full operation of such property, shares of Capital Stock or Debt or the completion, development, refurbishment or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment or improvement thereon;construction cost thereof; and (iv6) Mortgages securing obligations issued by a state, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the Holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations; (v) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi) any Any extension, renewal or replacement refunding (or successive extensions, renewals or replacementsrefundings), as a whole or in part, of any Mortgage referred to in the foregoing paragraphs clauses (1) to (5), ) inclusive; provided, however, that such extension, renewal or replacement Mortgage shall be limited to all or part of the same property, shares of Capital Stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and provided the principal amount of Debt secured by such Mortgage immediately prior to such extension, renewal or refunding is may not increased (except any increase in an exceed the principal amount not to exceed of the Mortgage being extended, renewed or refunded plus the amount of any unfunded commitments on the date of the Indenture referred to premium or other costs paid in clause (5) in the case of an connection with such extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programsrefunding. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If the The Company or will not itself, and will not permit any Restricted Domestic Subsidiary shall after the date of the Indenture to, incur, issue, assume or guarantee any loans, whether or not evidenced indebtedness for money borrowed represented by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinaftersuch notes, “bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Article called "Debt”) "), secured by pledge of, or mortgage or lien on, a Mortgage on any Principal Domestic Manufacturing Property of the Company or any Restricted Domestic Subsidiary, or on any shares of Capital Stock of stock or Debt of any Restricted Subsidiary Domestic Subsidiary, without effectively providing that the Outstanding Securities (mortgagestogether with, pledges and liens being hereinafter called “Mortgages”), if the Company shall secure or cause such Restricted Subsidiary to secure the 2020 Notes (and so determine, any other Debt Securities issued under of the Indenture Company or such Domestic Subsidiary then existing or thereafter created which is not subordinate to the extent the terms thereof so provideSecurities) shall be secured equally and ratably with (or, at the Company’s option, or prior to) such secured DebtDebt (for the purpose of providing such equal and ratable security, the principal amount of Outstanding Securities of any series of Original Issue Discount Securities shall be such portion of the principal amount as may be specified in the terms of that series that would be payable upon acceleration of the Maturity thereof at the time of such determination), so long as such secured Debt shall be so secured, unless unless, after giving effect thereto, the aggregate amount of all such secured Debt plus all Attributable Debt of the Company and its Domestic Subsidiaries in respect of sale and leaseback transactions (as defined in Section 1009) would not exceed 1510% of Consolidated Net Tangible Assets. (b) The restrictions set forth in paragraph (a) in ; provided, however, that this Section 3.02 will shall not apply to, and there will shall be excluded from secured Debt in any computation under such restrictionsthis Section, Debt secured by: (i1) Mortgages on property of, or on any shares of Capital Stock of stock or Debt of, any corporation existing at the time such corporation becomes a Restricted Domestic Subsidiary; (ii2) Mortgages in favor of the Company or any Restricted Domestic Subsidiary; (iii3) Mortgages on property of the Company or a Domestic Subsidiary in favor of the United States of America or any State thereof, or Puerto Rico, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or Puerto Rico, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute; (4) Mortgages on property, shares of Capital Stock stock or Debt existing at the time of acquisition thereof (including acquisition through merger, merger or consolidation, purchase, lease or some other method) or to secure the payment of all or any part of the purchase price thereof or cost of construction, development, refurbishment, construction or improvement thereon cost thereof or to secure any Debt incurred prior to, at the time of, or within 360 120 days after the later of after, the acquisition of such property, property or shares of Capital Stock or Debt or the completion, development, refurbishment completion of any such construction or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment construction or improvement thereoncost thereof; (iv5) Mortgages securing obligations issued by a stateState, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by of the Internal Revenue Service, includible includable in gross income of the Holder holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations;); and (v6) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi) any Any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Debt secured by any Mortgage referred to in the foregoing paragraphs clauses (1) to (5), inclusive; provided, however, that (i) such extension, renewal or replacement Mortgage shall be limited to all or a part of the same property, shares of Capital Stock stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and (ii) the principal amount of Debt secured by such Mortgage immediately prior to at such extension, renewal or refunding time is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programsincreased. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If the The Company will not, and will not permit any Guarantor to, directly or any Restricted Subsidiary shall after the date of the Indenture indirectly, create, incur, issue, assume assume, guarantee or guarantee any loansotherwise become directly or indirectly liable, whether contingently or not evidenced by negotiable instruments or securitiesotherwise, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed with respect to (hereinaftercollectively, “Debtincur”) any Debt secured by pledge ofa Lien on the Collateral; provided that, or mortgage or lien on, this Section 3.05(a) will not prohibit the incurrence of any Principal Property of the Company or any Restricted Subsidiary, or on any shares following items of Capital Stock of or Debt of any Restricted Subsidiary (mortgages, pledges and liens being hereinafter called “Mortgages”), the Company shall secure or cause such Restricted Subsidiary to secure the 2020 Notes (and any other Debt Securities issued under the Indenture to the extent the terms thereof so provide) equally and ratably with (or, at the Company’s option, prior to) such secured Debt, so long as such secured Debt shall be so secured, unless the aggregate amount of all such secured Debt would not exceed 15% of Consolidated Net Assets. (b) The restrictions set forth in paragraph (a) in this Section 3.02 will not apply to, and there will be excluded from secured Debt in any computation under such restrictions, Debt secured by: (i) Mortgages the incurrence by the Company and the Guarantors of Debt (including letters of credit) under the ABL Credit Facility (with letters of credit being deemed to have a principal amount equal to the face amount thereof) up to an aggregate principal amount outstanding at any one time not to exceed the greater of (x) $700.0 million and (y) the Borrowing Base; provided, however, that any Debt incurred pursuant to this clause (i) must be secured by a Lien that is junior in priority to the Liens on property of, Notes Collateral granted in favor of the Notes Collateral Agent for the benefit of the Trustee and the Holders of the Notes pursuant to the Collateral Documents and the terms of such junior interest must be pursuant to the Intercreditor Agreements or on any shares of Capital Stock of or Debt of, any corporation existing at terms no more favorable than the time such corporation becomes a Restricted Subsidiaryterms contained in the Intercreditor Agreements; (ii) Mortgages in favor of the incurrence by the Company or and the Guarantors of First Lien Notes and Additional First Lien Indebtedness (and, in either case, any Restricted Subsidiaryguarantee thereof) in an aggregate principal amount outstanding at any one time not to exceed $500 million; (iii) Mortgages the incurrence by the Company and the Guarantors of the Initial Notes and Pari Passu Lien Indebtedness (and, in either case, any guarantee thereof) in an aggregate principal amount outstanding at any one time not to exceed $1,250 million; (iv) the incurrence by the Company or any Guarantor of Additional First Lien Indebtedness and Pari Passu Lien Indebtedness (and, in either case, any guarantee thereof) in an aggregate principal amount outstanding at any one time not to exceed the greater of (x) $750 million and (y) an amount that, on propertya pro forma basis upon giving effect to the incurrence of such Additional First Lien Indebtedness and Pari Passu Lien Indebtedness (and application of the net proceeds therefrom), shares would not cause the Company’s Consolidated Secured Leverage Ratio to exceed 2.5:1.0; provided that Additional First Lien Indebtedness incurred pursuant to this clause (iv) shall not exceed $750 million; (v) the incurrence by the Company and the Guarantor of Capital Stock or Existing Indebtedness; (vi) Debt existing on assets at the time of acquisition thereof (including acquisition through merger, consolidation, purchase, lease or some other method) or incurred to secure the payment of all or any part of the purchase or construction price thereof or cost of constructionassets, development, refurbishment, or improvement thereon or to secure any Debt incurred or guaranteed for the purpose of financing all or part of the purchase or construction price of assets or the cost of improvements on assets, which Debt is incurred or guaranteed prior to, at the time of, or within 360 180 days after the later of the such acquisition or completion of such property, shares improvements or construction or commencement of Capital Stock or Debt or the completion, development, refurbishment or improvement of construction for the purpose of financing all or any part commercial operation of the purchase price thereof or construction, development, refurbishment or improvement thereonassets; (ivvii) Mortgages securing obligations issued the incurrence by a state, territory the Company or possession any Guarantor of the United States, any political subdivision of any of the foregoingPermitted Refinancing Indebtedness in exchange for, or the District net proceeds of Columbiawhich are used to renew, refund, refinance, replace, defease or discharge any instrumentality Debt (“Refinanced Debt”) that was permitted to be incurred under clauses (v), (vi), (vii), (x) or (xii), of this Section 3.05(a); provided that any of Lien securing the foregoing Permitted Refinancing Indebtedness shall not extend to finance the acquisition or construction of any other property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with secure a ruling issued by the Internal Revenue Service, includible in gross income of the Holder by reason of Section 103(a)(1) of the Internal Revenue Code greater principal amount (or any successor to such provision accreted value, if applicable) or any other similar statute of have a higher priority than the United States) as in effect at Lien securing the time of the issuance of such obligationsRefinanced Debt; (vviii) Mortgages existing at intercompany Debt (a) between or among the date of the Indenture securing Debt outstanding on the date of the Indenture Company and one or more Guarantors and (b) between or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility)among any Guarantors; (viix) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, the incurrence of any Mortgage referred to in the foregoing paragraphs (1) to (5), inclusiveBank Product Obligations and Liens for Bank Product Obligations; provided, however, that such extension, renewal or replacement Mortgage shall be limited any Debt incurred pursuant to all or part of the same property, shares of Capital Stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and the principal amount of Debt secured by such Mortgage immediately prior to such extension, renewal or refunding is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in this clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages must be secured by a Lien that is junior in priority to the Liens on Notes Collateral granted in favor of the Notes Collateral Agent for penaltiesthe benefit of the Trustee and Second Lien Notes Secured Parties pursuant to the Collateral Documents and the terms of such Liens must be pursuant to the Intercreditor Agreements, assessments, clean-up costs or other governmental charges relating to environmental protection matterson terms no more favorable than the terms contained in the Intercreditor Agreements; (x) Mortgages (other than the incurrence by the Company or any lien imposed by ERISA) incurred or deposits made Guarantor of additional Debt in the ordinary course of business in an aggregate principal amount at any time outstanding not to exceed $100.0 million; (1xi) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of any guarantee by the Company or its Subsidiaries or impact in any Guarantor of Debt otherwise permitted to be incurred under this Section 3.05; provided, that if such Debt is incurred pursuant to clause (xii) below, such guarantee will be secured on a material way the use thereof in the operation of their business and are not incurred in connection basis consistent with the borrowing provisions set forth in clauses (iii) and (iv) of moneythe definition of Junior Lien Debt; and (xixii) Mortgages on accounts receivable and related contract rights of the incurrence by the Company or any Subsidiary Guarantor of Junior Lien Debt. (b) Notwithstanding any other provision of this Section 3.05, for purposes of determining compliance with this Section 3.05, increases in favor Debt solely due to fluctuations in the exchange rates of purchasers currencies will not be deemed to exceed the maximum amount that the Company or providers a Guarantor may incur under this Section 3.05. For purposes of financing under certain financing programsdetermining compliance with any U.S. dollar-denominated restriction on the incurrences of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date of such Debt was incurred; provided that if such Debt is incurred to refinance other Debt denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Debt does not exceed the principal amount of such Debt being refinanced. The principal amount, of any Debt incurred to refinance other Debt, if incurred in a different currency from the Debt being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Debt is denominated that is in effect on the date of such refinancing. (c) In addition to For purposes of determining, compliance with this Section 3.05, in the provisions event that an item of paragraphs Debt meets the criteria of more than one of the categories of Debt permitted under clauses (ai) and through (bxii) of this SectionSection 3.05(a), the Company shall, in its sole discretion, classify such item and may divide and classify such item in more than one of the Guarantors shall equally types of Debt in any manner that complies with this covenant, and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long such Debt will be treated as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted having been incurred pursuant to the foregoing). This paragraph clauses above as designated by the Company, and from time to time the Company may change the classification of an item of Debt to any other type of Debt described in clauses (ci) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph through (c) shall cease to apply and only the provisions in paragraphs (a) and (bxii) of this Section shall apply3.05(a) at any time.

Restrictions on Secured Debt. (a) If the The Company or will not itself, and will not permit any Restricted Subsidiary shall after the date of the Indenture to, incur, issue, assume or guarantee any loans, whether or not evidenced by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinafter, “Debt”) Debt secured by pledge of, or mortgage or lien on, a Mortgage on any Principal Property of the Company or any Restricted Subsidiary, or on any shares of Capital Stock of stock or Debt of any Restricted Subsidiary Subsidiary, whether such Principal Property, stock or Debt is now owned or shall hereafter be acquired, without effectively providing that the Securities (mortgagestogether with, pledges and liens being hereinafter called “Mortgages”), if the Company shall secure so determine, any other Debt of the Company or cause such Restricted Subsidiary to secure the 2020 Notes (and any other Debt Securities issued under the Indenture then existing or thereafter created which is not subordinate to the extent the terms thereof so provideSecurities) shall be secured equally and ratably with (or, at the Company’s option, or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless unless, after giving effect thereto, the aggregate amount of all such secured Debt (other than that permitted below) plus all Attributable Debt of the Company and its Restricted Subsidiaries in respect of sale and leaseback transactions (other than those sale and leaseback transactions permitted by subsections (a), (c) and (d) of Section 4.05) would not exceed 1510% of the Consolidated Net Assets. (b) The restrictions set forth in paragraph (a) in Tangible Assets of the Company, provided, however, that this Section 3.02 will shall not apply to, and there will shall be excluded from secured Debt in any computation under such restrictionsthis Section, Debt secured by: (ia) Mortgages existing at the date hereof on any property owned or leased by the Company or any Restricted Subsidiary at that date securing Debt outstanding on that date; (b) Mortgages on any property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or Mortgages on Principal Properties acquired or constructed after the date of this Indenture to secure the payment of all or any part of the purchase price or construction cost thereof or to secure any Debt incurred or for which a firm commitment is obtained prior to, at the time of, or within 120 days after, the acquisition of such property or the completion of any such construction for the purpose of financing all or any part of the purchase price or construction cost thereof; (c) Mortgages on property of, or on any shares of Capital Stock of stock or Debt of, any corporation existing at the time such corporation becomes a Restricted Subsidiary; (iid) Mortgages in favor of the United States of America, any State thereof or the Commonwealth of Puerto Rico, any political subdivision thereof or any agency, department or other instrumentality thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute; (e) Mortgages in favor of the Company or any Restricted Subsidiary; (iiif) Mortgages on propertyin connection with the issuance of tax-exempt industrial development bonds under the Internal Revenue Code of 1986, shares of Capital Stock as amended, or Debt existing at the time of acquisition thereof (including acquisition through mergeras hereafter amended, consolidation, purchase, lease or some other method) or to secure the payment of finance all or any part of the purchase price thereof of or the cost of construction, development, refurbishment, constructing or improving property; provided that any such Mortgage shall be limited to such property acquired or constructed or such improvement and to theretofore substantially unimproved real property on which such construction or improvement thereon or to is located; and provided, further that the Company and Restricted Subsidiaries may further secure any Debt incurred prior to, at the time of, or within 360 days after the later of the acquisition of such property, shares of Capital Stock or Debt or the completion, development, refurbishment or improvement of construction for the purpose of financing all or any part of the such purchase price thereof or the cost of construction or the improvement by an interest on additional property of the Company and Restricted Subsidiaries only to the extent necessary for the construction, developmentmaintenance and operation of, refurbishment and access to, such property so acquired or improvement thereonconstructed or such improvement; (ivg) Mortgages securing under workers' compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the repayment of Debt), or deposits to secure public or statutory obligations issued by a stateof the Company or any Restricted Subsidiary, territory or possession deposits of cash or obligations of the United States, States of America to secure surety and appeal bonds to which the Company or any political subdivision Restricted Subsidiary is a party or in lieu of any of the foregoingsuch bonds, or pledges or deposits for similar purposes in the District ordinary course of Columbiabusiness, or liens imposed by law, such as laborers' or others employees', carriers', warehousemen's, mechanics', materialmen's and vendors' liens and liens arising out of judgments or awards against the Company or any instrumentality of any of the foregoing Restricted Subsidiary with respect to finance the acquisition or construction of property, and on which the interest Company or such Restricted Subsidiary at the time shall be prosecuting an appeal or proceedings for review and with respect to which it shall have secured a stay of execution pending such appeal or proceedings for review, or liens for property taxes not yet subject to penalties for nonpayment or the amount or validity of which is being in good faith contested by appropriate proceedings by the Company or any Restricted Subsidiary, as the case may be, or minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties, which liens, exceptions, encumbrances, easements, reservations, rights and restrictions do not, in the opinion of tax counsel the Company, in the aggregate materially detract from the value of recognized standing said properties or materially impair their use in accordance with a ruling issued by the Internal Revenue Service, includible in gross income operation of the Holder by reason of Section 103(a)(1) business of the Internal Revenue Code (or any successor to such provision or any other similar statute of Company and the United States) as in effect at the time of the issuance of such obligations;Restricted Subsidiaries; and (vh) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi) any Any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing paragraphs clauses (1a) to (5g), inclusive; provided, however, provided that (i) such extension, renewal or replacement Mortgage shall be limited to all or part of the same property, shares of Capital Stock stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and (ii) the principal amount of Debt secured by such Mortgage immediately prior to at the time of such extension, renewal or refunding replacement is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programsincreased. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If the The Company or will not itself, and will not permit any Restricted Subsidiary shall after the date of the Indenture to, incur, issue, assume assume, or guarantee any loansDebt, whether or not evidenced by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinafter, “Debt”) secured after the date hereof by pledge of, or mortgage or lien on, Mortgage on any Principal Property of the Company or any Restricted Subsidiary, Subsidiary or on any shares of Capital Stock of or Debt of any Restricted Subsidiary Subsidiary, without effectively providing that all the Securities Outstanding (mortgagestogether with, pledges and liens being hereinafter called “Mortgages”), if the Company shall secure so determine, any other Debt of the Company or cause such Restricted Subsidiary then existing or thereafter created which is not subordinate to secure any of the 2020 Notes (and any other Debt Securities issued under the Indenture to the extent the terms thereof so provideSecurities) shall be secured equally and ratably with (or, at the option of the Company’s option, prior to) such secured Debt, so long as such secured Debt shall be so secured, unless unless, after giving effect thereto, the aggregate amount of all such secured Debt plus all Attributable Debt of the Company and its Restricted Subsidiaries with respect to sale and leaseback transactions to which Section 1105 is applicable would not exceed 1510% of Consolidated Net Tangible Assets. (b) The restrictions set forth in paragraph (a) in ; provided, however, that this Section 3.02 will shall not apply to, and there will shall be excluded from secured Debt in any computation under such restrictionsthis Section, Debt secured by: (ia) Mortgages on property of, or on any shares of Capital Stock of or Debt of, any corporation existing at the time such corporation becomes a Restricted Subsidiary; ; (iib) Mortgages in favor of the Company or any Restricted Subsidiary; ; (iiic) Mortgages in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provisions of any statute; (d) Mortgages on property, shares of Capital Stock or Debt existing at the time of acquisition thereof (including acquisition through merger, merger or consolidation, purchase, lease or some other method) or to secure the payment of all or any part of the purchase price thereof or cost of construction, development, refurbishment, or improvement construction thereon or to secure any Debt incurred prior to, at the time of, or within 360 180 days after the later of the acquisition of such property, shares of Capital Stock or Debt or the completion, development, refurbishment or improvement completion of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment or improvement construction thereon; ; (ive) Mortgages securing obligations issued by a state, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, property and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the Holder holder by reason of Section 103(a)(1) 103 of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United Statesprovision) as in effect at the time of the issuance of such obligations; ; or (vf) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi) any Any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing paragraphs clauses (1a) to (5e), inclusive; provided, however, that such extension, renewal or replacement Mortgage shall be limited to all or part of the same property, shares of Capital Stock or Debt that secured the Mortgage so extended, renewed or replaced (plus improvements on such property) and the principal amount of Debt secured by such Mortgage immediately prior to such extension, renewal or refunding is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programs. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall applySECTION 1105.

Restrictions on Secured Debt. (a) If the Company or The Borrower will not, and will not permit any Restricted Subsidiary shall after the date of the Indenture incurto, issue, assume assume, guarantee or guarantee incur any loansSecured Debt, whether or not evidenced by negotiable instruments or securitieswithout effectively providing that the Obligations (together with, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinafter, “Debt”) secured by pledge of, or mortgage or lien onif the Borrower shall so determine, any Principal Property other indebtedness of the Company Borrower or any Restricted Subsidiary, or on any shares of Capital Stock of or Debt of any Restricted Subsidiary (mortgages, pledges and liens being hereinafter called “Mortgages”), the Company shall secure or cause such Restricted Subsidiary to secure then existing or thereafter created ranking equally with the 2020 Notes (and any other Debt Securities issued under the Indenture to the extent the terms thereof so provideObligations, including guarantees of indebtedness of others) shall be secured equally and ratably with (or, at the Company’s option, or prior to) such secured Secured Debt, so long as such secured Secured Debt shall be so secured, unless the aggregate amount of all such secured Debt would not exceed 15% of Consolidated Net Assets. (b) The restrictions set forth in paragraph (a) in except that this Section 3.02 will 6.02 shall not apply to, and there will be excluded from secured Debt in any computation under such restrictions, to Secured Debt secured by: (ia) Mortgages mortgages on property of, or on of any shares of Capital Stock of or Debt of, any corporation Person existing at the time such corporation Person becomes a Restricted Subsidiary; (iib) Mortgages in favor mortgages on property of any Person which is merged with, or all or a substantial part of whose properties are acquired by, the Company Borrower or any Restricted Subsidiary; provided that any such mortgage shall have existed prior to such merger or acquisition and shall not have applied to any property owned by the Borrower or any Restricted Subsidiary immediately prior to such merger or acquisition; (iiic) Mortgages on propertymortgages upon or with respect to any property acquired, shares constructed or improved by the Borrower or any Restricted Subsidiary after the date hereof which are created, incurred or assumed contemporaneously with, or within 90 days after, such acquisition, completion of Capital Stock construction or Debt completion of improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, or mortgages upon or with respect to any property existing at the time of acquisition thereof (including acquisition through merger, consolidation, purchase, lease or some other method) or thereof; provided that any such mortgage shall not apply to secure any property theretofore owned by the payment of all Borrower or any part of Restricted Subsidiary other than any theretofore unimproved real property on which the purchase price thereof or cost of construction, development, refurbishmentproperty so constructed, or improvement thereon or to secure any Debt incurred prior tothe improvement, at the time of, or within 360 days after the later of the acquisition of such property, shares of Capital Stock or Debt or the completion, development, refurbishment or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment or improvement thereonis located; (ivd) Mortgages securing obligations issued by mortgages which secure indebtedness owing to the Borrower or to a state, territory Restricted Subsidiary; (e) the mortgage of any property of the Borrower or possession any Restricted Subsidiary in favor of the United States, or any political subdivision of any of the foregoing, or the District of ColumbiaState thereof, or any department, agency or instrumentality of either, to secure partial, progress, advance or other payments to the Borrower or any Restricted Subsidiary pursuant to the provisions of any contract or statute; (f) the mortgage of any property of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the Holder by reason of Section 103(a)(1) of the Internal Revenue Code (Borrower or any successor to such provision Restricted Subsidiary created, incurred or assumed in connection with any industrial revenue bond, pollution control bond or similar financing arrangement between the Borrower or any other similar statute of Restricted Subsidiary and the United States) as in effect at the time of the issuance of such obligations;, any state thereof or any municipal government or other governmental body or agency; or (v) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vig) any extension, renewal or replacement refunding (or successive extensions, renewals or replacementsrefundings), as a in whole or in part, of any Mortgage mortgage referred to in the foregoing paragraphs clauses (1a) to through (5f), inclusiveor of any indebtedness secured thereby; provided, however, provided that such extension, renewal or replacement Mortgage refunding mortgage shall be limited to all or any part of the same property, shares of Capital Stock or Debt property that secured the Mortgage mortgage extended, renewed or replaced refunded (plus improvements on such property). Notwithstanding the foregoing provisions of this Section 6.02, the Borrower and any one or more Restricted Subsidiaries may issue, assume, guarantee or incur Secured Debt, without equally and ratably securing the Obligations, if after giving effect thereto, the sum of (i) and the principal aggregate amount of all Secured Debt secured by such Mortgage immediately prior of the Borrower and its Restricted Subsidiaries (except Secured Debt pursuant to such clauses (a) through (g) of the first paragraph of this Section 6.02), (ii) the aggregate Value of sale and lease back transactions to which Section 6.03 applies and (iii) the aggregate amount of all unsecured outstanding Funded Debt of all Restricted Subsidiaries permitted under Section 6.01(d) (or any extension, renewal or refunding is thereof), does not increased exceed 10% of Consolidated Net Tangible Assets. If the Borrower shall hereafter be required to secure the Obligations equally and ratably with (except or prior to) any increase in an amount not other indebtedness pursuant to exceed this Section 6.02, (i) the amount Borrower will promptly deliver to the Administrative Agent a certificate of any unfunded commitments on the date a Financial Officer of the Indenture referred Borrower stating that such covenant has been complied with, and an opinion of counsel to in clause (5) the Borrower stating that in the case opinion of an extensionsuch counsel such covenant has been complied with, renewal that any instruments executed by the Borrower or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages any Restricted Subsidiary in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection covenant comply with the borrowing requirements of money; and such covenant and that all steps necessary to perfect such security have been taken, and (xiii) Mortgages on accounts receivable the Administrative Agent is hereby authorized to enter into such instruments and related contract to take such action, if any, as it may deem advisable to enable it to enforce the rights of the Company or any Subsidiary in favor Lenders of purchasers or providers of financing under certain financing programssuch Obligations so secured. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If the The Company or covenants and agrees that it will not, and will not permit any Restricted Subsidiary shall after the date of the Indenture incurto create, issue, incur, assume or guarantee any loans, whether Secured Debt without making effective provision (and the Company covenants that in such case it will make or not evidenced cause to be made effective provision) whereby the Senior Notes then outstanding and any other indebtedness of or guarantee by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinafter, “Debt”) secured by pledge of, or mortgage or lien on, any Principal Property of the Company or any Restricted Subsidiary, or on any shares of Capital Stock of or Debt of any Restricted Subsidiary (mortgages, pledges and liens being hereinafter called “Mortgages”), the Company shall secure or cause such Restricted Subsidiary to secure the 2020 Notes (and any other Debt Securities issued under the Indenture to the extent the terms thereof so provide) then entitled thereto shall be secured by such Mortgage equally and ratably with (or, at the Company’s option, or prior to) such any and all other obligations and indebtedness thereby secured Debt, for so long as any such secured Debt other obligations and indebtedness shall be so secured, unless after giving effect thereto, the aggregate amount of all such secured Secured Debt plus all Attributable Debt of the Company and its Restricted Subsidiaries in respect of sale and leaseback transactions (as defined in Section 1009) involving Principal Properties (other than sale and leaseback transactions permitted by clause (a)(1) of Section 1009 in reliance upon one of the exclusions set forth in paragraphs (1) through (6) below and clause (a)(2) of Section 1009) would not exceed 1510% of Consolidated Net Tangible Assets. (b) The restrictions set forth in paragraph (a) in ; PROVIDED, HOWEVER, that this Section 3.02 will shall not apply to, and there will shall be excluded from secured Secured Debt in any computation under such restrictionsthis Section, Debt indebtedness for money borrowed secured by: (i1) Mortgages existing on the date of this Ninth Supplemental Indenture; (2) Mortgages on any real or personal property ofof any Person, or on any shares of Capital Stock of or Debt of, any corporation which Mortgages are existing at the time such corporation becomes Person became a Restricted Subsidiary, which Mortgage was not incurred in contemplation of such Person becoming a Restricted Subsidiary; (ii3) Mortgages in favor of the Company or any Restricted Subsidiary; (iii4) Mortgages existing on any real or personal property at the time it is acquired by the Company or a Restricted Subsidiary or created within 18 months after the date of such acquisition, conditional sale and similar agreements; (5) Mortgages on property, shares of Capital Stock any real or Debt existing at the time of acquisition thereof (including acquisition through merger, consolidation, purchase, lease or some other method) or personal property to secure the payment of all or any part of the purchase price or construction cost thereof or cost of construction, development, refurbishment, or improvement thereon or to secure any Debt indebtedness for money borrowed incurred prior to, at the time of, or within 360 days 18 months after the later acquisition, the completion of any construction or the acquisition commencement of full operation of such property, shares of Capital Stock or Debt or the completion, development, refurbishment or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment or improvement thereon;construction cost thereof; and (iv6) Mortgages securing obligations issued by a state, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the Holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations; (v) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi) any Any extension, renewal or replacement refunding (or successive extensions, renewals or replacementsrefundings), as a whole or in part, of any Mortgage referred to in the foregoing paragraphs clauses (1) to (5), ) inclusive; provided, however, that such extension, renewal or replacement Mortgage shall be limited to all or part of the same property, shares of Capital Stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and PROVIDED the principal amount of Debt secured by such Mortgage immediately prior to such extension, renewal or refunding is may not increased (except any increase in an exceed the principal amount not to exceed of the Mortgage being extended, renewed or refunded plus the amount of any unfunded commitments on the date of the Indenture referred to premium or other costs paid in clause (5) in the case of an connection with such extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programsrefunding. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If the The Company or will not itself, and will not permit any Restricted Domestic Subsidiary shall after the date of the Indenture to, incur, issue, assume or guarantee any loans, whether or not evidenced indebtedness for money borrowed represented by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinaftersuch notes, “bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Article called "Debt”) "), secured by pledge of, or mortgage or lien on, a Mortgage on any Principal Domestic Manufacturing Property of the Company or any Restricted Domestic Subsidiary, or on any shares of Capital Stock of stock or Debt of any Restricted Subsidiary Domestic Subsidiary, without effectively providing that the Outstanding Securities (mortgagestogether with, pledges and liens being hereinafter called “Mortgages”), if the Company shall secure or cause such Restricted Subsidiary to secure the 2020 Notes (and so determine, any other Debt Securities issued under of the Indenture Company or such Domestic Subsidiary then existing or thereafter created which is not subordinate to the extent the terms thereof so provideSecurities) shall be secured equally and ratably with (or, at the Company’s option, or prior to) such secured DebtDebt (for the purpose of providing such equal and ratable security, the principal amount of Outstanding Securities of any series of Original Issue Discount Securities shall be such portion of the principal amount as may be specified in the terms of that series that would be payable upon acceleration of the Maturity thereof at the time of such determination), so long as such secured Debt shall be so secured, unless unless, after giving effect thereto, the aggregate amount of all such secured Debt plus all Attributable Debt of the Company and its Domestic Subsidiaries in respect of sale and leaseback transactions (as defined in Section 1009) would not exceed 1510% of Consolidated Net Tangible Assets. (b) The restrictions set forth in paragraph (a) in ; provided, however, that this Section 3.02 will shall not apply to, and there will shall be excluded from secured Debt in any computation under such restrictionsthis Section, Debt secured by: (i1) Mortgages on property of, or on any shares of Capital Stock of stock or Debt of, any corporation existing at the time such corporation becomes a Restricted Domestic Subsidiary; (ii2) Mortgages in favor of the Company or any Restricted Domestic Subsidiary; (iii3) Mortgages on property of the Company or a Domestic Subsidiary in favor of the United States of America or any State thereof, or Puerto Rico, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or Puerto Rico, or in favor of any other country, (4) Mortgages on property, shares of Capital Stock stock or Debt existing at the time of acquisition thereof (including acquisition through merger, merger or consolidation, purchase, lease or some other method) or to secure the payment of all or any part of the purchase price thereof or cost of construction, development, refurbishment, construction or improvement thereon cost thereof or to secure any Debt incurred prior to, at the time of, or within 360 120 days after the later of after, the acquisition of such property, property or shares of Capital Stock or Debt or the completion, development, refurbishment completion of any such construction or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment construction or improvement thereoncost thereof; (iv5) Mortgages securing obligations issued by a stateState, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by of the Internal Revenue Service, includible includable in gross income of the Holder holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations;); and (v6) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi) any Any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Debt secured by any Mortgage referred to in the foregoing paragraphs clauses (1) to (5), inclusive; provided, however, that (i) such extension, renewal or replacement Mortgage shall be limited to all or a part of the same property, shares of Capital Stock stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and (ii) the principal amount of Debt secured by such Mortgage immediately prior to at such extension, renewal or refunding time is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programsincreased. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If The Company covenants and agrees for the Company benefit of each series of Securities, other than any series established by or pursuant to a Board Resolution or in one or more supplemental indentures hereto which specifically provides otherwise, that it will not itself, and will not permit any Restricted Subsidiary shall after the date of the Indenture to, incur, issue, assume assume, or guarantee any loans, whether or not evidenced by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinaftersuch loans, “and notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter called "Certain Debt”) "), secured after the date hereof by a pledge of, or mortgage or lien on, any Principal Property of the Company or any Restricted Subsidiary, Subsidiary or on any shares of Capital Stock of or Certain Debt of any Restricted Subsidiary (mortgages, pledges and liens being hereinafter called “"Mortgage" or "Mortgages”"), without effectively providing that the Company shall secure or cause such Restricted Subsidiary to secure the 2020 Notes (and any Securities, other Debt than Securities issued under the Indenture of a series not entitled to the extent the terms thereof so provide) benefits of this covenant, shall be secured equally and ratably with (or, at the option of the Company’s option, prior to) such secured Certain Debt, so long as such secured Certain Debt shall be so secured, unless unless, after giving effect thereto, the aggregate principal amount of all such secured Certain Debt (plus the amount of all Attributable Debt not otherwise permitted by the second paragraph of Section 1007) would not exceed 1510% of Consolidated Net Assets. (b) The restrictions set forth in paragraph (a) in ; provided, however, that this Section 3.02 will 1006 shall not apply to, and there will shall be excluded from secured Certain Debt in any computation under such restrictionsthis Section 1006, Certain Debt secured by: (i1) Mortgages on property of, or on any shares of Capital Stock of or Certain Debt of, any corporation existing at the time such corporation becomes a Restricted Subsidiary; (ii2) Mortgages in favor of the Company or any Restricted Subsidiary; (iii3) Mortgages in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute, rule, regulation, decree, order or other applicable law; (4) Mortgages on property, shares of Capital Stock or Certain Debt existing at the time of acquisition thereof (including acquisition through merger, merger or consolidation, purchase, lease or some other method) or to secure the payment of all or any part of the purchase price thereof or the cost of construction, development, refurbishment, substantial repair or alteration thereon or development or substantial improvement thereon thereto or to secure any Certain Debt incurred prior to, at the time of, or within 360 180 days after the later of (A) the acquisition of such property, shares of Capital Stock or Certain Debt or (B) in the completioncase of real property the later of (x) the completion of construction, development, refurbishment substantial repair or alteration thereon or development or substantial improvement thereto or (y) commencement of construction commercial operations on such property for the purpose of financing all or any part of the purchase price thereof or the cost of construction, development, refurbishment substantial repair or alteration thereon or development or substantial improvement thereonthereto; (iv5) Mortgages securing Mechanics', materialmen's, carriers' or other like liens arising in the ordinary course of business (including construction of facilities) in respect of obligations issued which are not due or which are being contested in good faith; (6) Any Mortgage arising by a state, territory or possession reason of the United States, any political subdivision of any of the foregoingdeposits with, or the District giving of Columbiaany form of security to, any governmental agency or any body created or approved by law or governmental regulations, which is required by law or governmental regulation as a condition to the transaction of any business, or any instrumentality the exercise of any privilege, franchise or license; (7) Mortgages for taxes, assessments or governmental charges or levies not yet delinquent, or Mortgages for taxes, assessments or governmental charges or levies already delinquent but the validity of the foregoing to finance the acquisition or construction of property, and on which the interest is notbeing contested in good faith; (8) Mortgages (included judgment liens) arising in connection with legal proceedings so long as such proceedings are being contested in good faith and, in the opinion case of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Servicejudgment liens, includible in gross income of the Holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligationsexecution thereon is stayed; (v9) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility)this Indenture; (vi10) any Mortgages securing Senior Debt; and (11) Any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing paragraphs clauses (1) to (510), inclusive; provided, however, that such extension, renewal or replacement Mortgage shall be limited to all or part of the same property, shares of Capital Stock or Certain Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and the principal amount of Debt secured by such Mortgage immediately prior to such extension, renewal or refunding is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programs. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If the The Company or shall not, nor shall it permit any Restricted Subsidiary shall after the date of the Indenture to, incur, issue, assume assume, guarantee or guarantee create any loansSecured Debt, whether without effectively providing concurrently with the incurrence, issuance, assumption, guaranty or not evidenced by negotiable instruments or securitiescreation of any such Secured Debt that the Notes (together with, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinafter, “Debt”) secured by pledge of, or mortgage or lien onif the Company shall so determine, any Principal Property other Indebtedness of the Company or any Restricted Subsidiary, or on any shares of Capital Stock of or Debt of any Restricted Subsidiary (mortgages, pledges and liens being hereinafter called “Mortgages”), the Company shall secure or cause such Restricted Subsidiary to secure the 2020 Notes (and any other Debt Securities issued under the Indenture then existing or thereafter created which is not subordinated to the extent the terms thereof so provideNotes) will be secured equally and ratably with (or, at the Company’s option, or prior to) such secured Secured Debt, so long as such secured Debt shall be so securedunless, unless after giving effect thereto, the sum of the aggregate amount of all such secured outstanding Secured Debt of the Company and its Restricted Subsidiaries together with all Attributable Debt relating to any Principal Property (with the exception of Attributable Debt which is excluded pursuant to clauses (1) to (8) of Section 4.05), would not exceed 15% of Consolidated Net Tangible Assets. (b) The restrictions set forth in paragraph (a) in ; provided, however, that this Section 3.02 will 4.04 shall not apply to, and there will shall be excluded from secured from, Secured Debt in any computation under such restrictionsthis Section 4.04 and under Section 4.05, Debt Indebtedness secured by: (i) Mortgages Liens on property ofproperty, or on any shares of Capital Stock or Indebtedness of or Debt of, any corporation Person existing at the time such corporation Person becomes a Restricted Subsidiary; (ii) Mortgages Liens on property, shares of Capital Stock or Indebtedness existing at the time of acquisition thereof (including, without limitation, acquisition through merger or consolidation) by the Company or any Restricted Subsidiary; (iii) Liens on property, shares of Capital Stock or Indebtedness hereafter acquired (or constructed) by the Company or any Restricted Subsidiary and created prior to, at the time of, or within 360 days (or thereafter if such Lien is created pursuant to a binding commitment entered into prior to, at the time of or within 360 days) after such acquisition (including, without limitation, acquisition through merger or consolidation) or the completion of such construction or commencement or commercial operation of such property, whichever is later, to secure or provide for the payment of all or any part of the purchase price (or the construction price) thereof; (iv) Liens in favor of the Company or any Restricted Subsidiary; (iiiv) Mortgages on property, shares of Capital Stock or Debt existing at the time of acquisition thereof (including acquisition through merger, consolidation, purchase, lease or some other method) or to secure the payment of all or any part of the purchase price thereof or cost of construction, development, refurbishment, or improvement thereon or to secure any Debt incurred prior to, at the time of, or within 360 days after the later of the acquisition of such property, shares of Capital Stock or Debt or the completion, development, refurbishment or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment or improvement thereon; (iv) Mortgages securing obligations issued by a state, territory or possession Liens in favor of the United StatesStates of America, any political subdivision of any of the foregoing, State thereof or the District of ColumbiaColumbia or any foreign government, or any agency, department or other instrumentality thereof, to secure partial, progress, advance or other payments pursuant to any contract or provisions of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the Holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations; (v) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility)statute; (vi) any extension, renewal Liens incurred or replacement (assumed in connection with the issuance of industrial revenue or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing paragraphs (1) to (5), inclusive; provided, however, that such extension, renewal or replacement Mortgage shall be limited to all or part of the same property, shares of Capital Stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and the principal amount of Debt secured by such Mortgage immediately prior to such extension, renewal or refunding is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5))pollution control bonds; (vii) Mortgages Liens securing the performance of any contract or undertaking not directly or indirectly in connection with legal proceedings with respect to any the borrowing of money, the Company’s propertyobtaining of advances or credit or the securing of Indebtedness, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits if made and continuing in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liensand, in the aggregateeach case, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and which are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programs. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.of

Restrictions on Secured Debt. (a) If the The Company or covenants and agrees that it will not, and will not permit any Restricted Subsidiary shall after the date of the Indenture incurto, create, issue, incur, assume or guarantee any loans, whether Secured Debt without making effective provision (and the Company covenants that in such case it will make or not evidenced cause to be made effective provision) whereby the Securities then Outstanding and any other indebtedness of or guaranteed by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinafter, “Debt”) secured by pledge of, or mortgage or lien on, any Principal Property of the Company or any Restricted Subsidiary, or on any shares of Capital Stock of or Debt of any Restricted Subsidiary (mortgages, pledges and liens being hereinafter called “Mortgages”), the Company shall secure or cause such Restricted Subsidiary to secure the 2020 Notes (and any other Debt Securities issued under the Indenture to the extent the terms thereof so provide) then entitled thereto, shall be secured by such mortgage, pledge, lien or encumbrance equally and ratably with (or, at the Company’s option, or prior to) such any and all other obligations and indebtedness thereby secured Debt, for so long as any such secured Debt other obligations and indebtedness shall be so secured; provided, unless however, that the aggregate amount of all such secured Debt would foregoing covenants shall not exceed 15% of Consolidated Net Assets.be applicable to the following: (b) The restrictions set forth in paragraph (a) any mortgage, pledge, lien or other encumbrance on any property that secures the Secured Obligations, in each case, in accordance with the terms of the Collateral Documents that are in effect on the Closing Date; provided that such mortgages, pledges, liens or encumbrances are otherwise permitted under this Section 3.02 will not apply toIndenture, the Second Priority Collateral Documents and there will be excluded from secured Debt in any computation under such restrictions, Debt secured by:the Intercreditor Agreement. (i) Mortgages any mortgage, pledge, lien or other encumbrance on any property ofacquired or constructed by the Company or a Restricted Subsidiary and created contemporaneously with, or on within 24 months after, such acquisition or the completion of such construction and commencement of full operation of such property, whichever is later, to secure or provide for the payment of any shares part of Capital Stock the purchase or construction price of such property, or Debt of(ii) the acquisition by the Company or a Restricted Subsidiary of property subject to any mortgage, pledge, lien or other encumbrance upon such property existing at the time of acquisition thereof, whether or not assumed by the Company or such Restricted Subsidiary, or (iii) any conditional sales agreement or other title retention agreement with respect to any property hereafter acquired, provided that the lien of any such mortgage, pledge, lien or other encumbrance or agreement does not spread to other property except unimproved real property previously owned upon which any new construction has taken place and subsequent additions to such acquired or constructed property. (c) any mortgage, pledge, lien, or other encumbrance created for the sole purposes of extending, renewing or refunding, in whole or part, any mortgage, lien or other encumbrance permitted by this Section 10.10 or any mortgage, pledge, lien or other encumbrance securing the indebtedness of the Company or of any Restricted Subsidiary on the date of this Indenture or of a corporation existing at the time such corporation becomes a Restricted Subsidiary; (ii) Mortgages in favor of the Company or any Restricted Subsidiary; (iii) Mortgages on property, shares of Capital Stock or Debt existing at the time of acquisition thereof (including acquisition through merger, consolidation, purchase, lease or some other method) or to secure the payment of all or any part of the purchase price thereof or cost of construction, development, refurbishment, or improvement thereon or to secure any Debt incurred prior to, at the time of, or within 360 days after the later of the acquisition of such property, shares of Capital Stock or Debt or the completion, development, refurbishment or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment or improvement thereon; (iv) Mortgages securing obligations issued by a state, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the Holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations; (v) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, refundings of any Mortgage referred to in the foregoing paragraphs (1) to (5)such mortgage, inclusivepledge, lien or other encumbrance; provided, however, that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement Mortgage refunding and that such extension, renewal or refunding mortgage, pledge, lien or other encumbrance shall be limited to all or that part of the same property, shares of Capital Stock or Debt that properties which secured the Mortgage mortgage, pledge, lien or other encumbrance extended, renewed or replaced refunded. (d) any Secured Debt of a Restricted Subsidiary owing to the Company or a Wholly-owned Restricted Subsidiary. (e) Secured Debt of the Company and its Restricted Subsidiaries which would otherwise be prohibited by the foregoing restrictions (not including Secured Debt permitted to be secured under subparagraphs (a) through (d) above, so long as the sum of any such Secured Debt hereafter incurred plus improvements on such property) Attributable Debt of the Company and any Restricted Subsidiaries in respect of existing Sale and Leaseback Transactions hereafter entered into (excluding Attributable Debt incurred in respect of any Sale and Leaseback Transaction entered into in respect of property acquired by the principal amount of Debt secured by such Mortgage immediately Company or a Restricted Subsidiary not more than 24 months prior to the date such Transaction is entered into) plus unsecured Funded Debt of any Restricted Subsidiary hereafter incurred (excluding unsecured Funded Debt incurred through the extension, renewal or refunding is of Funded Debt where Consolidated Funded Debt was not thereby increased (except and excluding any increase in an amount not Funded Debt owed to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way Wholly-owned Restricted Subsidiary) does not at the use thereof in the operation time exceed 20% of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programsConsolidated Net Tangible Assets. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If the The Company or covenants and agrees that it will not, and will not permit any Restricted Subsidiary shall after the date of the Indenture incurto, create, issue, incur, assume or guarantee any loans, whether Secured Debt without making effective provision (and the Company covenants that in such case it will make or not evidenced cause to be made effective provision) whereby the Securities then Outstanding and any other indebtedness of or guaranteed by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinafter, “Debt”) secured by pledge of, or mortgage or lien on, any Principal Property of the Company or any Restricted Subsidiary, or on any shares of Capital Stock of or Debt of any Restricted Subsidiary (mortgages, pledges and liens being hereinafter called “Mortgages”), the Company shall secure or cause such Restricted Subsidiary to secure the 2020 Notes (and any other Debt Securities issued under the Indenture to the extent the terms thereof so provide) then entitled thereto, shall be secured by such mortgage, pledge, lien or encumbrance equally and ratably with (or, at the Company’s option, or prior to) such any and all other obligations and indebtedness thereby secured Debt, for so long as any such secured Debt other obligations and indebtedness shall be so secured; provided, unless however, that the aggregate amount of all such secured Debt would foregoing covenants shall not exceed 15% of Consolidated Net Assets.be applicable to the following: (b) The restrictions set forth in paragraph (a) any mortgage, pledge, lien or other encumbrance on any property that secures the Secured Obligations, in each case, in accordance with the terms of the Collateral Documents that are in effect on the date hereof; provided that such mortgages, pledges, liens or encumbrances are otherwise permitted under this Section 3.02 will not apply toIndenture, the Second Priority Collateral Documents and there will be excluded from secured Debt in any computation under such restrictions, Debt secured by:the Intercreditor Agreement. (i) Mortgages any mortgage, pledge, lien or other encumbrance on any property ofacquired or constructed by the Company or a Restricted Subsidiary and created contemporaneously with, or on within 24 months after, such acquisition or the completion of such construction and commencement of full operation of such property, whichever is later, to secure or provide for the payment of any shares part of Capital Stock the purchase or construction price of such property, or Debt of(ii) the acquisition by the Company or a Restricted Subsidiary of property subject to any mortgage, pledge, lien or other encumbrance upon such property existing at the time of acquisition thereof, whether or not assumed by the Company or such Restricted Subsidiary, or (iii) any conditional sales agreement or other title retention agreement with respect to any property hereafter acquired, provided that the lien of any such mortgage, pledge, lien or other encumbrance or agreement does not spread to other property except unimproved real property previously owned upon which any new construction has taken place and subsequent additions to such acquired or constructed property. (c) any mortgage, pledge, lien, or other encumbrance created for the sole purposes of extending, renewing or refunding, in whole or part, any mortgage, lien or other encumbrance permitted by this Section 10.10 or any mortgage, pledge, lien or other encumbrance securing the indebtedness of the Company or of any Restricted Subsidiary on the date of this Indenture or of a corporation existing at the time such corporation becomes a Restricted Subsidiary; (ii) Mortgages in favor of the Company or any Restricted Subsidiary; (iii) Mortgages on property, shares of Capital Stock or Debt existing at the time of acquisition thereof (including acquisition through merger, consolidation, purchase, lease or some other method) or to secure the payment of all or any part of the purchase price thereof or cost of construction, development, refurbishment, or improvement thereon or to secure any Debt incurred prior to, at the time of, or within 360 days after the later of the acquisition of such property, shares of Capital Stock or Debt or the completion, development, refurbishment or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment or improvement thereon; (iv) Mortgages securing obligations issued by a state, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the Holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations; (v) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, refundings of any Mortgage referred to in the foregoing paragraphs (1) to (5)such mortgage, inclusivepledge, lien or other encumbrance; provided, however, that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement Mortgage refunding and that such extension, renewal or refunding mortgage, pledge, lien or other encumbrance shall be limited to all or that part of the same property, shares of Capital Stock or Debt that properties which secured the Mortgage mortgage, pledge, lien or other encumbrance extended, renewed or replaced refunded. (d) any Secured Debt of a Restricted Subsidiary owing to the Company or a Wholly-owned Restricted Subsidiary. (e) Secured Debt of the Company and its Restricted Subsidiaries which would otherwise be prohibited by the foregoing restrictions (not including Secured Debt permitted to be secured under subparagraphs (a) through (d) above, so long as the sum of any such Secured Debt hereafter incurred plus improvements on such property) Attributable Debt of the Company and any Restricted Subsidiaries in respect of Sale and Leaseback Transactions hereafter entered into (excluding Attributable Debt incurred in respect of any Sale and Leaseback Transaction entered into in respect of property acquired by the principal amount of Debt secured by such Mortgage immediately Company or a Restricted Subsidiary not more than 24 months prior to the date such Transaction is entered into) plus unsecured Funded Debt of any Restricted Subsidiary hereafter incurred (excluding unsecured Funded Debt incurred through the extension, renewal or refunding is of Funded Debt where Consolidated Funded Debt was not thereby increased (except and excluding any increase in an amount not Funded Debt owed to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way Wholly-owned Restricted Subsidiary) does not at the use thereof in the operation time exceed 20% of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programsConsolidated Net Tangible Assets. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If the The Company or will not itself, and will not permit any Restricted Subsidiary shall after the date of the Indenture to, incur, issue, assume or guarantee any loans, whether or not evidenced by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinafternotes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Article called “Debt”) ), secured by pledge of, or mortgage or other lien on, any Principal Property of the Company or any Restricted Subsidiary, or on any shares of Capital Stock of stock or Debt of any Restricted Subsidiary (mortgagespledges, pledges mortgages and other liens being hereinafter in this Article called “Mortgage” or “Mortgages”), without effectively providing that the Securities of each series then Outstanding (together with, if the Company shall secure or cause such Restricted Subsidiary to secure the 2020 Notes (and so determine, any other Debt Securities issued under of the Indenture Company or such Subsidiary then existing or thereafter created which is not subordinate to the extent the terms thereof so provideSecurities of each series then Outstanding) shall be secured equally and ratably with (or, at the Company’s option, or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless unless, after giving effect thereto, the aggregate amount of all such secured Debt plus all Attributable Debt of the Company and its Restricted Subsidiaries in respect of sale and leaseback transactions (as defined in Section 1007) would not exceed 15% of Consolidated Net Tangible Assets. (b) The restrictions set forth in paragraph (a) in ; provided, however, that this Section 3.02 will shall not apply to, and there will shall be excluded from secured Debt in any computation under such restrictionsthis Section, Debt secured by: (i1) Mortgages on property of, or on any shares of Capital Stock of stock or Debt of, any corporation Person existing at the time such corporation Person becomes a Restricted SubsidiarySubsidiary or with respect to a particular series of the Securities, liens existing as of the time such Securities are first issued; (ii2) Mortgages in favor of the Company or any Restricted Subsidiary; (iii3) Mortgages in favor of the United States of America, or any agency, department or other instrumentality thereof, or other government or governmental entity, to secure progress, advance or other payments pursuant to any contract or provision of any statute or regulation; (4) Mortgages on property, shares of Capital Stock stock or Debt existing at the time of acquisition thereof (including acquisition through merger, merger or consolidation, purchase, lease or some other method) or to secure the payment of all or any part of the purchase price thereof or cost of construction, development, refurbishment, construction or improvement thereon cost thereof or to secure any Debt incurred prior to, at the time of, or within 360 days after the later of one year after, the acquisition of such property, property or shares of Capital Stock or Debt or the completion, development, refurbishment completion of any such construction on or improvement of construction the property and commencement of full operation thereof for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment construction or improvement thereoncost thereof; (iv5) Mortgages securing obligations issued by a state, territory or possession all of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the Holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations;Securities; and (v) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi6) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing paragraphs clauses (1) to (5), inclusive; provided, however, that such extension, renewal or replacement Mortgage shall be limited to all or a part of the same property, shares of Capital Stock stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and ); and, provided, further, in the principal amount of event that Debt secured by such a Mortgage immediately prior to such extension, renewal or refunding is not increased (except any increase in an amount not to exceed the amount as a result of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement described above, the increased amount of Mortgages previously incurred such Debt, and only such increased amount, shall be included in secured Debt in any computation under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programs. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If The Issuer and the Company Guarantor shall not, nor shall the Issuer or the Guarantor permit any of their respective Restricted Subsidiary shall after the date of the Indenture Subsidiaries to, create, incur, issue, assume or guarantee any loans, whether or not evidenced by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for borrowed money borrowed (hereinafter, hereinafter called “Debtindebtedness”) secured by a mortgage, security interest, pledge of, or mortgage or lien on, (hereinafter called “mortgage”) of or upon any Principal Property of the Company or any Restricted Subsidiary, or on any shares of Capital Stock of capital stock or Debt indebtedness of any Restricted Subsidiary (mortgageswhether such Principal Property, pledges shares of capital stock or indebtedness is owned at the date hereof or acquired after the date hereof) without in any such case making or causing to be made effective provision (and liens being hereinafter called “Mortgages”)each of the Issuer and the Guarantor covenants that in any such case it shall make or cause to be made effective provision) whereby the Notes and the Guarantee (together with, if the Issuer or the Guarantor shall so determine, any other indebtedness created, incurred, issued, assumed or guaranteed by the Issuer, the Company shall secure Guarantor or cause such any Restricted Subsidiary to secure the 2020 Notes (and any other Debt Securities issued under the Indenture to the extent the terms thereof so providethen existing or thereafter created) shall be secured equally and ratably with (or, at the Company’s optionoption of the Issuer or the Guarantor, prior to) such secured Debtindebtedness, so long until such time as such secured Debt indebtedness shall no longer be so secured, unless the aggregate amount of all such secured Debt would not exceed 15% of Consolidated Net Assets. (b) The restrictions set forth in provisions of paragraph (a) in of this Section 3.02 will not shall not, however, apply to, and there will be excluded from to any indebtedness secured Debt in by any computation under such restrictions, Debt secured byone or more of the following: (i1) Mortgages on mortgages of or upon any property ofacquired, constructed or improved by, or on of or upon any shares of Capital Stock of capital stock or Debt ofindebtedness acquired by, any corporation existing at the time such corporation becomes a Restricted Subsidiary; (ii) Mortgages in favor of Issuer, the Company Guarantor or any of their respective Restricted Subsidiary; (iii) Mortgages on property, shares Subsidiaries after the date of Capital Stock or Debt existing at the time of acquisition thereof (including acquisition through merger, consolidation, purchase, lease or some other method) or this Indenture to secure indebtedness incurred for the payment purpose of financing or refinancing all or any part of the purchase price thereof or cost of construction, development, refurbishment, or improvement thereon or to secure any Debt incurred prior to, at the time of, or within 360 days after the later of the acquisition of such property, shares of Capital Stock capital stock or Debt indebtedness or of the cost of any construction or improvements on such properties, in each case, to the extent that the indebtedness is incurred prior to or within 180 days after the applicable acquisition, completion of construction or beginning of commercial operation of such property, as the case may be; (2) mortgages of or upon any property, shares of capital stock or indebtedness existing at the time of acquisition thereof by the Issuer, the Guarantor or any of their respective Restricted Subsidiaries; (3) mortgages of or upon any property of a Person existing at the time such Person is merged with or into or consolidated with the Issuer, the Guarantor or any of their respective Restricted Subsidiaries or existing at the time of a sale or transfer of all or substantially all of the properties of a Person to the Issuer, the Guarantor or any of their respective Restricted Subsidiaries; (4) mortgages of or upon any property of, or shares of capital stock or indebtedness of, a Person existing at the time such Person becomes a Restricted Subsidiary; (5) mortgages to secure indebtedness of any Restricted Subsidiary to the Issuer, the Guarantor or to another Restricted Subsidiary; (6) mortgages in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof or the completionDistrict of Columbia, developmentor in favor of any other country or political subdivision, refurbishment to secure partial, progress, advance or improvement of construction other payments pursuant to any contract or statute or to secure any indebtedness incurred or guaranteed for the purpose of financing or refinancing all or any part of the purchase price thereof or construction, development, refurbishment or improvement thereon; (iv) Mortgages securing obligations issued by a state, territory or possession of the United Statesproperty, any political subdivision shares of any of the foregoingcapital stock or indebtedness subject to such mortgages, or the District cost of Columbia, constructing or any instrumentality of any of improving the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the Holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor property subject to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations;mortgages; and (v) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi7) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a ) in whole or in part, part of any Mortgage mortgage existing at the date of this Indenture or any mortgage referred to in the foregoing paragraphs clauses (1) to through (56), inclusive; , provided, however, that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement (plus all accrued interest on the indebtedness and the amount of all fees and expenses, including premiums, incurred in connection with such extension, renewal or replacement), and that such extension, renewal or replacement Mortgage shall be limited to all or a part of the same property (plus improvements and construction on such property), shares of Capital Stock capital stock or Debt that secured indebtedness which was subject to the Mortgage mortgage so extended, renewed or replaced (plus improvements on such property) and the principal amount of Debt secured by such Mortgage immediately prior to such extension, renewal or refunding is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programsreplaced. (c) In addition to Notwithstanding the provisions of paragraphs paragraph (a) and (b) of this SectionSection 4.5, the Company and Issuer, the Guarantors shall Guarantor or any of their Restricted Subsidiaries may, without equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to Notes or the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are Guarantee, create, incur, issue, assume or guarantee indebtedness secured by liens. If all liens securing the Credit Facilities are released and a mortgage not replaced, substantially concurrently, with new liens, then this paragraph excepted by clauses (c1) shall cease to apply and only the provisions in paragraphs through (a7) and of subsection (b) of this Section shall apply4.5, if the aggregate amount of such indebtedness, together with (x) all other indebtedness of, or indebtedness guaranteed by, the Issuer, the Guarantor and their respective Restricted Subsidiaries existing at such time and secured by mortgages not so excepted, and (y) Attributable Debt in respect of Sale and Lease-Back Transactions existing at such time (other than Sale and Lease-Back Transactions permitted by clause (i) of Section 4.6 and other than Sale and Lease-Back Transactions the proceeds of which have been applied in accordance with clause (iii) of Section 4.6), does not at the time exceed 15% of Consolidated Shareholders’ Equity.

Restrictions on Secured Debt. (a) If the The Company or covenants and agrees that it will not, and will not permit any Restricted Subsidiary shall after the date of the Indenture incurto create, issue, incur, assume or guarantee any loans, whether Secured Debt without making effective provision (and the Company covenants that in such case it will make or not evidenced cause to be made effective provision) whereby the Senior Notes then outstanding and any other indebtedness of or guarantee by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinafter, “Debt”) secured by pledge of, or mortgage or lien on, any Principal Property of the Company or any Restricted Subsidiary, or on any shares of Capital Stock of or Debt of any Restricted Subsidiary (mortgages, pledges and liens being hereinafter called “Mortgages”), the Company shall secure or cause such Restricted Subsidiary to secure the 2020 Notes (and any other Debt Securities issued under the Indenture to the extent the terms thereof so provide) then entitled thereto shall be secured by such Mortgage equally and ratably with (or, at the Company’s option, or prior to) such any and all other obligations and indebtedness thereby secured Debt, for so long as any such secured Debt other obligations and indebtedness shall be so secured, unless after giving effect thereto, the aggregate amount of all such secured Secured Debt plus all Attributable Debt of the Company and its Restricted Subsidiaries in respect of sale and leaseback transactions (as defined in Section 1009) involving Principal Properties (other than sale and leaseback transactions permitted by clause (a)(1) of Section 1009 in reliance upon one of the exclusions set forth in paragraphs (1) through (6) below and clause (a)(2) of Section 1009) would not exceed 1510% of Consolidated Net Tangible Assets. (b) The restrictions set forth in paragraph (a) in ; provided, however, that this Section 3.02 will shall not apply to, and there will shall be excluded from secured Secured Debt in any computation under such restrictionsthis Section, Debt indebtedness for money borrowed secured by: (i1) Mortgages existing on the date of this Second Supplemental Indenture; (2) Mortgages on any real or personal property ofof any Person, or on any shares of Capital Stock of or Debt of, any corporation which Mortgages are existing at the time such corporation becomes Person became a Restricted SFDOCS01/304165.3 Subsidiary, which Mortgage was not incurred in contemplation of such Person becoming a Restricted Subsidiary; (ii3) Mortgages in favor of the Company or any Restricted Subsidiary; (iii4) Mortgages existing on any real or personal property at the time it is acquired by the Company or a Restricted Subsidiary or created within 18 months after the date of such acquisition, conditional sale and similar agreements; (5) Mortgages on property, shares of Capital Stock any real or Debt existing at the time of acquisition thereof (including acquisition through merger, consolidation, purchase, lease or some other method) or personal property to secure the payment of all or any part of the purchase price or construction cost thereof or cost of construction, development, refurbishment, or improvement thereon or to secure any Debt indebtedness for money borrowed incurred prior to, at the time of, or within 360 days 18 months after the later acquisition, the completion of any construction or the acquisition commencement of full operation of such property, shares of Capital Stock or Debt or the completion, development, refurbishment or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment or improvement thereon;construction cost thereof; and (iv6) Mortgages securing obligations issued by a state, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the Holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations; (v) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi) any Any extension, renewal or replacement refunding (or successive extensions, renewals or replacementsrefundings), as a whole or in part, of any Mortgage referred to in the foregoing paragraphs clauses (1) to (5), ) inclusive; provided, however, that such extension, renewal or replacement Mortgage shall be limited to all or part of the same property, shares of Capital Stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and provided the principal amount of Debt secured by such Mortgage immediately prior to such extension, renewal or refunding is may not increased (except any increase in an exceed the principal amount not to exceed of the Mortgage being extended, renewed or refunded plus the amount of any unfunded commitments on the date of the Indenture referred to premium or other costs paid in clause (5) in the case of an connection with such extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programsrefunding. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If So long as the Securities of the First Series remain Outstanding, neither the Company or nor any Restricted Subsidiary shall after the date of the Indenture incur, issuemay create, assume or guarantee any loans, whether or not evidenced by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinafter, “Debt”) Debt secured by pledge of, or mortgage or lien on, a Mortgage on any Principal Property of owned by the Company or any Restricted Subsidiary, a Subsidiary or on any shares of Capital Stock of or Debt of issued by any Restricted Subsidiary (mortgages, pledges and liens being hereinafter called “Mortgages”), held by the Company shall secure or cause any Subsidiary, unless the Company also secures, or causes such Restricted Subsidiary to secure secure, the 2020 Notes Securities (and and, if the Company so elects, any other Debt Securities issued under of the Indenture Company or such Restricted Subsidiary which is not subordinate to the extent the terms thereof so provideSecurities) equally and ratably with (or, at the Company’s option, or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless after giving effect thereto the aggregate amount of all such secured Debt, together with all Attributable Debt of the Company and its Restricted Subsidiaries in respect of Sale and Lease-Back Transactions (other than those described in clause (a) of Section 609) would not exceed 1510% of Consolidated Net Tangible Assets. (b) The restrictions set forth in paragraph (a) in this Section 3.02 . This restriction will not apply to, and there will be excluded from in computing secured Debt in any computation under for the purpose of such restrictionsrestriction, Debt secured by: (ia) Mortgages existing on the date of this Indenture; (b) Mortgages on any property, shares of Capital Stock or Debt existing at the time of acquisition thereof or Mortgages on property acquired after the date of this Indenture to secure the payment of all or any part of the purchase price or construction cost of such property, including any improvements to such property, or to secure any Debt incurred no later than one year after, the acquisition or completion of construction of property for the purpose of financing all or any part of the purchase price or construction cost thereof, provided that such Mortgage only extend to such property (together with improvements thereto and renewals and replacements thereof), shares of Capital Stock or Debt; (c) Mortgages on property of, or on any shares of Capital Stock of or Debt of, any corporation existing at the time such corporation becomes a Restricted Subsidiary, provided that such Mortgage only extend to such property (together with improvements thereto and renewals and replacements thereof), shares of Capital Stock or Debt; (iid) Mortgages in favor of the Company or any a Restricted Subsidiary, other than a Mortgage from the Company in favor of a Restricted Subsidiary; (e) Mortgages under workers' compensation laws, unemployment insurance laws or similar legislation; Mortgages incurred in the ordinary course of business to secure surety or appeal bonds to which the Company or any Restricted Subsidiary is a party or in lieu of such bonds; Mortgages imposed by law in favor of governmental entities for other than taxes, assessments or other applicable governmental charges or levies; (f) any Mortgage securing taxes or assessments or franchise fees or license fees or other applicable governmental charges or levies, including sales taxes, value added taxes and customs and excise taxes and duties that either (i) are not yet delinquent by more than 30 days, or (ii) are being contested in good faith by appropriate proceedings and as to which appropriate reserves or provisions, if any, as are required in accordance with A-GAAP shall have been made; (g) any judgment or other similar Mortgage arising in connection with court proceedings, provided that either (i) the execution or enforcement of each such Mortgage is effectively stayed within 30 days after entry of such judgment (or such judgment has been discharged within such 30 day period) and the claims secured thereby are being contested in good faith by appropriate proceedings timely commenced and diligently prosecuted; (ii) the payment of which judgment or other similar Mortgage is covered in full by insurance and the insurance company has not denied or contested coverage thereof; or (iii) so long as each Mortgage is adequately bonded, any appropriate legal proceedings that may have been duly initiated for the review of such judgment, decree or order shall not have been fully terminated or the period within which such proceedings may be initiated shall not have expired; (h) Mortgages on propertyor over property employed in any Joint Venture, shares of Capital Stock or Debt existing at which the time Company and its Subsidiaries own less than 50% of acquisition thereof (including acquisition through mergerthe ownership interest, consolidation, purchase, lease or some other method) or to secure Debt of such Joint Venture provided that such Debt is non-recourse to the payment Company or any of its Subsidiaries; (i) Mortgages on or over all or any part of the purchase price thereof ownership interest of the Company or cost any of constructionits Subsidiaries in any Joint Venture, development, refurbishment, or improvement thereon or to secure any Debt incurred prior to, at the time of, due payment of amounts payable under or within 360 days after the later of the acquisition in respect of such property, shares of Capital Stock Joint Venture to the Joint Venture or Debt or the completion, development, refurbishment or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment or improvement thereon; (iv) Mortgages securing obligations issued by a state, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the Holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations;Joint Venturers; and (v) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vij) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing paragraphs clauses (1a) to through (5i), inclusive; provided, however, provided that such extension, renewal or replacement Mortgage shall be is limited to all or a part of the same property, shares of Capital Stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such the property) and the principal amount Debt so secured, at the time of Debt secured by such Mortgage immediately prior to such the extension, renewal or refunding replacement, is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programsincreased. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If After the date hereof, the Company or will not itself, and will not permit any Restricted Subsidiary shall after the date of the Indenture to, create, incur, issue, assume assume, or guarantee any loans, whether or not evidenced by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinaftersuch loans, and such notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Section 1005 called “Debt”) ), secured by pledge of, or mortgage or in lien on, any Principal Property of the Company or of any Restricted Subsidiary, Subsidiary or on any shares of Capital Stock of or Debt of any Restricted Subsidiary (such mortgages, pledges ledges and liens being hereinafter in this Section 1003 called “MortgagesMortgage” or “Mortgage:”), without effectively providing that the Securities (together with, if the Company shall secure or cause so determine, any other Debt of the Company of such Restricted Subsidiary to secure the 2020 Notes (and any other Debt Securities issued under the Indenture then existing or thereafter created which is not subordinate to the extent the terms thereof so provideSecurities) shall be secured equally and ratably with (or, at the option of the Company’s option, prior to) such secured Debt, so long as such secured Debt shall be so secured, unless unless, after giving effect thereto, the aggregate amount of all such Debt secured by Mortgages plus all Attributable Debt of the Company and its Restricted Subsidiaries with respect to sale and leaseback transaction to which Section 1006 is applicable would not exceed 155% of Consolidated Net Tangible Assets. (b) The restrictions set forth in paragraph (a) in ; provided, however that this Section 3.02 will 1005 shall not apply to, and there will shall be excluded from Debt secured Debt by Mortgages in any computation under such restrictionsthis Section 1005 or Section 1006, Debt secured by: (i1) Mortgages on property of, or on any shares of Capital Stock of or Debt of, any corporation existing at the time such corporation becomes a Restricted Subsidiary; (ii2) Mortgages in favor of the Company or any Restricted Subsidiary; (iii3) Mortgages in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute; (4) Mortgages on property, shares of Capital Stock or Debt existing at the time of acquisition thereof (including acquisition through mergerthereof, consolidation, purchase, lease or some other method) or to secure the payment of all or any part of the purchase price thereof or cost of construction, development, refurbishment, or improvement construction thereon or to secure any Debt incurred prior to, at the time of, or within 360 180 days after the later of the acquisition of such property, shares of Capital Stock or of Debt or the completion, development, refurbishment or improvement completion of construction for the purpose of financing all or any part of the purchase price thereof or constructionconstruction thereon; provided, developmenthowever, refurbishment that if such financing is in connection with the acquisition of any Timberlands, and the Board of Directors has determined, within 180 days of such acquisition, that the Company will seek such financing (from a lender or improvement thereon;investor not including the Company or any Subsidiary), then the applicable Mortgage shall be deemed to be included in this Clause (4) if such Mortgage is created within a further 180 days after the end of such first 180-day period. (iv5) Mortgages securing obligations issued by a stateState, territory or possession of the United States, or any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Interval Revenue Service, includible in gross income of the Holder holder by reason of Section 103(a)(1) of the Internal Revenue Code of 1964, as amended (or any successor to such provision or any other similar statute of the United Statesprovision) as in effect at the time of the issuance of such obligations;; or (v6) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi) any Any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing paragraphs clauses (1) to through (5), inclusive; provided, however, that such extension, renewal or replacement Mortgage shall be limited to all or part of the same property, shares of Capital Stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property). For purposes of this Section 1005 and Sections 1006 and 1007, an “acquisition” of property (including real, personal or intangible property or shares of Capital Stock or Debt) and shall include any transaction or series of transactions by which the principal amount of Debt secured by Company or a Restricted Subsidiary acquires, directly or indirectly, an interest, or an additional interest (to the extent thereof), in such Mortgage immediately prior to such extension, renewal or refunding is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment without limitation an acquisition through merger or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debtconsolidation with, or not overdue or liens the Company is contesting an acquisition of an interest in, a Person owning an interest in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programsproperty. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If After the date hereof, the Company or will not itself, and will not permit any Restricted Subsidiary shall after the date of the Indenture to, create, incur, issue, assume or guarantee any loans, whether or not evidenced by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinaftersuch loans, “and such notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter in this Section called "Debt”) "), secured by pledge of, or mortgage or lien on, any Principal Property of the Company or any Restricted Subsidiary, Subsidiary or on any shares of Capital Stock of or Debt of any Restricted Subsidiary (such mortgages, pledges and liens being hereinafter in this Section called “"Mortgage" or "Mortgages”"), without effectively providing that the Securities (together with, if the Company shall secure so determine, any other Debt of the Company or cause such Restricted Subsidiary to secure the 2020 Notes (and any other Debt Securities issued under the Indenture then existing or thereafter created which is not subordinate to the extent the terms thereof so provideSecurities) shall be secured equally and ratably with (or, at the option of the Company’s option, prior to) such secured Debt, so long as such secured Debt shall be so secured, unless unless, after giving effect thereto, the aggregate amount of all such Debt secured by Mortgages plus all Attributable Debt of the Company and its Restricted Subsidiaries with respect to sale and leaseback transactions to which Section 10.6 is applicable would not exceed 15% 10 percent of Consolidated Net Tangible Assets. (b) The restrictions set forth in paragraph (a) in ; provided, however, that this Section 3.02 will 10.5 shall not apply to, and there will shall be excluded from Debt secured Debt by Mortgages in any computation under such restrictionsthis Section 10.5 or Section 10.6, Debt secured by: (i1) Mortgages on property of, or on any shares of Capital Stock of or Debt of, any corporation existing at the time such corporation becomes a Restricted Subsidiary; (ii2) Mortgages in favor of the Company or any Restricted Subsidiary; (iii3) Mortgages in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute; (4) Mortgages on property, shares of Capital Stock or Debt existing at the time of acquisition thereof (including acquisition through mergerthereof, consolidation, purchase, lease or some other method) or to secure the payment of all or any part of the purchase price thereof or cost of construction, development, refurbishment, or improvement construction thereon or to secure any Debt incurred prior to, at the time of, or within 360 180 days after the later of the acquisition of such property, shares of Capital Stock or Debt or the completion, development, refurbishment or improvement completion of construction for the purpose of financing all or any part of the purchase price thereof or constructionconstruction thereon; provided, developmenthowever, refurbishment that if such financing is in connection with the acquisition of any Timberlands, and the Board of Directors has determined, within 180 days of such acquisition, the Company will seek such financing (from a lender or improvement thereon;investor not including the Company or any Subsidiary), then the applicable Mortgage shall be deemed to be included in this Clause (4) if such Mortgage is created within a further 180 days after the end of such first 180-day period. (iv5) Mortgages securing obligations issued by a stateState, territory or possession of the United States, or any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible includable in gross income of the Holder holder by reason of Section 103(a)(1103(a) of the Internal Revenue Code of 1986, as amended (or any successor to such provision or any other similar statute of the United States) provision), as in effect at the time of the issuance of such obligations;; or (v6) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi) any Any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing paragraphs Clauses (1) to through (5), inclusive; provided, however, that such extension, renewal or replacement Mortgage shall be limited to all or part of the same property, shares of Capital Stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property). For purposes of this Section 10.5 and Sections 10.6 and 10.7, an "acquisition" of property (including real, personal or intangible property or shares of Capital Stock or Debt) and shall include any transaction or series of transactions by which the principal amount of Debt secured by Company or a Restricted Subsidiary acquires, directly or indirectly, an interest, or an additional interest (to the extent thereof), in such Mortgage immediately prior to such extension, renewal or refunding is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessmentwithout limitation an acquisition of an interest in, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of a Person owning an interest in such property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programs. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If the Company or The Guarantor will not itself, and will not permit any Restricted Subsidiary shall after the date of the Indenture to, incur, issue, assume or guarantee any loans, whether or not evidenced by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinafter, “Debt”) Debt secured by pledge of, or mortgage or lien on, a Mortgage on any Principal Property of the Company or any Restricted Subsidiary, or on any shares of Capital Stock of stock or Debt of any Restricted Subsidiary Subsidiary, whether such Principal Property, stock or Debt is now owned or shall hereafter be acquired, without effectively providing that the Securities (mortgagestogether with, pledges and liens being hereinafter called “Mortgages”)if the Guarantor shall so determine, any other Debt of the Company shall secure Guarantor or cause such Restricted Subsidiary to secure the 2020 Notes (and any other Debt Securities issued under the Indenture then existing or thereafter created which is not subordinate to the extent the terms thereof so provideSecurities) shall be secured equally and ratably with (or, at the Company’s option, or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless unless, after giving effect thereto, the aggregate amount of all such secured Debt (other than that permitted below) plus all Attributable Debt of the Guarantor and its Restricted Subsidiaries in respect of sale and leaseback transactions (other than those sale and leaseback transactions permitted by subsections (a), (c) and (d) of Section 4.05) would not exceed 1510% of the Consolidated Net Assets. (b) The restrictions set forth in paragraph (a) in Tangible Assets of the Guarantor; provided, however, that this Section 3.02 will shall not apply to, and there will shall be excluded from secured Debt in any computation under such restrictionsthis Section, Debt secured by: (ia) Mortgages existing at the date hereof on any property owned or leased by the Guarantor or any Restricted Subsidiary at that date securing Debt outstanding on that date; (b) Mortgages on any property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or Mortgages on Principal Properties acquired or constructed after the date of this Indenture to secure the payment of all or any part of the purchase price or construction cost thereof or to secure any Debt incurred or for which a firm commitment is obtained prior to, at the time of, or within 120 days after, the acquisition of such property or the completion of any such construction for the purpose of financing all or any part of the purchase price or construction cost thereof; (c) Mortgages on property of, or on any shares of Capital Stock of stock or Debt of, any corporation existing at the time such corporation becomes a Restricted Subsidiary; (iid) Mortgages in favor of the United States of America, any State thereof or the Commonwealth of Puerto Rico, any political subdivision thereof or any agency, department or other instrumentality thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute; (e) Mortgages in favor of the Guarantor, the Company or any Restricted Subsidiary; (iiif) Mortgages on propertyin connection with the issuance of tax-exempt industrial development bonds under the Internal Revenue Code of 1986, shares of Capital Stock as amended, or Debt existing at the time of acquisition thereof (including acquisition through mergeras hereafter amended, consolidation, purchase, lease or some other method) or to secure the payment of finance all or any part of the purchase price thereof of or the cost of construction, development, refurbishment, constructing or improving property; provided that any such Mortgage shall be limited to such property acquired or constructed or such improvement and to theretofore substantially unimproved real property on which such construction or improvement thereon or to is located; and provided, further that the Guarantor and Restricted Subsidiaries may further secure any Debt incurred prior to, at the time of, or within 360 days after the later of the acquisition of such property, shares of Capital Stock or Debt or the completion, development, refurbishment or improvement of construction for the purpose of financing all or any part of the such purchase price thereof or the cost of construction or the improvement by an interest on additional property of the Guarantor and Restricted Subsidiaries only to the extent necessary for the construction, developmentmaintenance and operation of, refurbishment and access to, such property so acquired or improvement thereonconstructed or such improvement; (ivg) Mortgages securing under workers’ compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the repayment of Debt), or deposits to secure public or statutory obligations issued by a stateof the Guarantor or any Restricted Subsidiary, territory or possession deposits of cash or obligations of the United States, States of America to secure surety and appeal bonds to which the Guarantor or any political subdivision Restricted Subsidiary is a party or in lieu of any of the foregoingsuch bonds, or pledges or deposits for similar purposes in the District ordinary course of Columbiabusiness, or liens imposed by law, such as laborers’ or others employees’, carriers’, warehousemen’s, mechanics’, materialmen’s and vendors’ liens and liens arising out of judgments or awards against the Guarantor or any instrumentality of any of the foregoing Restricted Subsidiary with respect to finance the acquisition or construction of property, and on which the interest Guarantor or such Restricted Subsidiary at the time shall be prosecuting an appeal or proceedings for review and with respect to which it shall have secured a stay of execution pending such appeal or proceedings for review, or liens for property taxes not yet subject to penalties for nonpayment or the amount or validity of which is being in good faith contested by appropriate proceedings by the Guarantor or any Restricted Subsidiary, as the case may be, or minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties, which liens, exceptions, encumbrances, easements, reservations, rights and restrictions do not, in the opinion of tax counsel the Guarantor, in the aggregate materially detract from the value of recognized standing said properties or materially impair their use in accordance with a ruling issued by the Internal Revenue Service, includible in gross income operation of the Holder by reason of Section 103(a)(1) business of the Internal Revenue Code (or any successor to such provision or any other similar statute of Guarantor and the United States) as in effect at the time of the issuance of such obligations;Restricted Subsidiaries; and (vh) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi) any Any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing paragraphs clauses (1a) to (5g), inclusive; provided, however, provided that (i) such extension, renewal or replacement Mortgage shall be limited to all or part of the same property, shares of Capital Stock stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and (ii) the principal amount of Debt secured by such Mortgage immediately prior to at the time of such extension, renewal or refunding replacement is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programsincreased. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If the The Company will not, and will not permit any Guarantor to, directly or any Restricted Subsidiary shall after the date of the Indenture indirectly, create, incur, issue, assume assume, guarantee or guarantee any loansotherwise become directly or indirectly liable, whether contingently or not evidenced by negotiable instruments or securitiesotherwise, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed with respect to (hereinaftercollectively, “Debtincur”) any Debt secured by pledge ofa Lien on the Collateral; provided that, or mortgage or lien on, this Section 3.05(a) will not prohibit the incurrence of any Principal Property of the Company or any Restricted Subsidiary, or on any shares following items of Capital Stock of or Debt of any Restricted Subsidiary (mortgages, pledges and liens being hereinafter called “Mortgages”), the Company shall secure or cause such Restricted Subsidiary to secure the 2020 Notes (and any other Debt Securities issued under the Indenture to the extent the terms thereof so provide) equally and ratably with (or, at the Company’s option, prior to) such secured Debt, so long as such secured Debt shall be so secured, unless the aggregate amount of all such secured Debt would not exceed 15% of Consolidated Net Assets. (b) The restrictions set forth in paragraph (a) in this Section 3.02 will not apply to, and there will be excluded from secured Debt in any computation under such restrictions, Debt secured by: (i) Mortgages the incurrence by the Company and the Guarantors of Debt (including letters of credit) under the ABL Credit Facility (with letters of credit being deemed to have a principal amount equal to the face amount thereof) up to an aggregate principal amount outstanding at any one time not to exceed the greater of (x) $700.0 million and (y) the Borrowing Base; provided, however, that any Debt incurred pursuant to this clause (i) must be secured by a Lien that is junior in priority to the Liens on property of, Notes Collateral granted in favor of the Notes Collateral Agent for the benefit of the Trustee and the Holders of the Notes pursuant to the Collateral Documents and the terms of such junior interest must be pursuant to the Intercreditor Agreements or on any shares of Capital Stock of or Debt of, any corporation existing at terms no more favorable than the time such corporation becomes a Restricted Subsidiaryterms contained in the Intercreditor Agreements; (ii) Mortgages in favor the incurrence by the Company and the Guarantors of the Company Initial Notes (and the Guarantees thereof) or any Restricted Subsidiaryrefinancing thereof (which refinancing may constitute Additional First Lien Indebtedness); provided that the principal amount of any such refinancing of the Initial Notes shall not be any higher than the principal amount of the Notes being refinanced; (iii) Mortgages the incurrence by the Company and the Guarantors of Second Lien Notes and Additional Second Lien Indebtedness (and, in either case, any guarantee thereof) in an aggregate principal amount outstanding at any one time not to exceed $1,250 million; (iv) the incurrence by the Company or any Guarantor of additional Debt (and, in either case, any Guarantee thereof) secured by Liens on propertythe Collateral in an aggregate principal amount outstanding at any one time not to exceed the greater of (x) an amount equal to (1) $1,250 million minus (2) the principal amount of Debt incurred pursuant to clause (ii) of this Section 3.05(a) outstanding at such time, shares and (y) an amount that, on a pro forma basis upon giving effect to the incurrence thereof (and the application of Capital Stock the net proceeds therefrom), would not cause the Company’s Consolidated Secured Leverage Ratio to exceed 2.5:1.0; provided that (A) such Debt must have a final maturity date no earlier than 91 days after the maturity date of the Notes and the terms of such Debt shall not provide for any scheduled repayment, mandatory redemption, sinking fund obligations or other payment (other than periodic interest payments) prior to 91 days after the final maturity date of the Notes, other than customary offers to purchase upon a change of control, asset sale or casualty or condemnation event and customary acceleration rights upon an event of default and (B) the Liens on the Collateral securing such Debt shall be subordinated to the Liens securing the Notes (and the Guarantees) pursuant to the Notes Intercreditor Agreements (in the case of Second Lien Notes Obligations) or such other intercreditor agreement that is substantially similar to the Notes Intercreditor Agreements (including pursuant to a customary so-called “one and a half lien structure”); (v) the incurrence by the Company and the Guarantor of Existing Indebtedness; (vi) Debt existing on assets at the time of acquisition thereof (including acquisition through merger, consolidation, purchase, lease or some other method) or incurred to secure the payment of all or any part of the purchase or construction price thereof or cost of constructionassets, development, refurbishment, or improvement thereon or to secure any Debt incurred or guaranteed for the purpose of financing all or part of the purchase or construction price of assets or the cost of improvements on assets, which Debt is incurred or guaranteed prior to, at the time of, or within 360 180 days after the later of the such acquisition or completion of such property, shares improvements or construction or commencement of Capital Stock or Debt or the completion, development, refurbishment or improvement of construction for the purpose of financing all or any part commercial operation of the purchase price thereof or construction, development, refurbishment or improvement thereonassets; (ivvii) Mortgages securing obligations issued the incurrence by a state, territory the Company or possession any Guarantor of the United States, any political subdivision of any of the foregoingPermitted Refinancing Indebtedness in exchange for, or the District net proceeds of Columbiawhich are used to renew, refund, refinance, replace, defease or discharge any instrumentality Debt (“Refinanced Debt”) that was permitted to be incurred under clauses (v), (vi), (vii), (x) or (xii) of this Section 3.05(a); provided that any of Lien securing the foregoing Permitted Refinancing Indebtedness shall not extend to finance the acquisition or construction of any other property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with secure a ruling issued by the Internal Revenue Service, includible in gross income of the Holder by reason of Section 103(a)(1) of the Internal Revenue Code greater principal amount (or any successor to such provision accreted value, if applicable) or any other similar statute of have a higher priority than the United States) as in effect at Lien securing the time of the issuance of such obligationsRefinanced Debt; (vviii) Mortgages existing at intercompany Debt (A) between or among the date of the Indenture securing Debt outstanding on the date of the Indenture Company and one or more Guarantors and (B) between or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility)among any Guarantors; (viix) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, the incurrence of any Mortgage referred to in the foregoing paragraphs (1) to (5), inclusiveBank Product Obligations and Liens for Bank Product Obligations; provided, however, that such extension, renewal or replacement Mortgage shall be limited any Debt incurred pursuant to all or part of the same property, shares of Capital Stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and the principal amount of Debt secured by such Mortgage immediately prior to such extension, renewal or refunding is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in this clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages must be secured by a Lien that is junior in priority to the Liens on Notes Collateral granted in favor of the Notes Collateral Agent for penaltiesthe benefit of the Trustee and Notes Secured Parties pursuant to the Collateral Documents and the terms of such Liens must be pursuant to the Intercreditor Agreements, assessments, clean-up costs or other governmental charges relating to environmental protection matterson terms no more favorable than the terms contained in the Intercreditor Agreements; (x) Mortgages (other than the incurrence by the Company or any lien imposed by ERISA) incurred or deposits made Guarantor of additional Debt in the ordinary course of business in an aggregate principal amount at any time outstanding not to exceed $100.0 million; (1xi) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of any guarantee by the Company or its Subsidiaries or impact in any Guarantor of Debt otherwise permitted to be incurred under this Section 3.05; provided, that if such Debt is incurred pursuant to clause (xii) below, such guarantee will be secured on a material way the use thereof in the operation of their business and are not incurred in connection basis consistent with the borrowing provisions set forth in clauses (iii) and (iv) of moneythe definition of Junior Lien Debt; and (xixii) Mortgages on accounts receivable and related contract rights of the incurrence by the Company or any Subsidiary in favor Guarantor of purchasers Junior Lien Debt. (b) Notwithstanding any other provision of this Section 3.05, Additional First Lien Indebtedness may only be incurred by the Company or providers any Guarantor pursuant to clause (ii) of financing under certain financing programsthis Section 3.05(a). (c) In addition to the provisions of paragraphs (a) and (b) Notwithstanding any other provision of this SectionSection 3.05, for purposes of determining compliance with this Section 3.05, increases in Debt solely due to fluctuations in the exchange rates of currencies will not be deemed to exceed the maximum amount that the Company or a Guarantor may incur under this Section 3.05. For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrences of Debt, the Company U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date of such Debt was incurred; provided that if such Debt is incurred to refinance other Debt denominated in a foreign currency, and such refinancing would cause the Guarantors applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall equally and ratably secure the 2020 Notes be deemed not to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply have been exceeded so long as the Credit Facilities are secured by liensprincipal amount of such refinancing Debt does not exceed the principal amount of such Debt being refinanced. If all liens securing The principal amount, of any Debt incurred to refinance other Debt, if incurred in a different currency from the Credit Facilities are released and not replacedDebt being refinanced, substantially concurrentlyshall be calculated based on the currency exchange rate applicable to the currencies in which such respective Debt is denominated that is in effect on the date of such refinancing. (d) For purposes of determining, compliance with new liensthis Section 3.05, then this paragraph in the event that an item of Debt meets the criteria of more than one of the categories of Debt permitted under clauses (ci) shall cease to apply and only the provisions in paragraphs through (a) and (bxii) of Section 3.05(a), the Company shall, in its sole discretion, classify such item and may divide and classify such item in more than one of the types of Debt in any manner that complies with this covenant, and such Debt will be treated as having been incurred pursuant to the clauses above as designated by the Company, and from time to time the Company may change the classification of an item of Debt to any other type of Debt described in clauses (i) through (xii) of Section shall apply3.05(a) at any time.

Restrictions on Secured Debt. (a) If the The Company or shall not, and shall not permit any Restricted Subsidiary shall after the date of the Indenture incurto, issue, assume or guarantee any loansIndebtedness secured by any mortgage, whether or not evidenced by negotiable instruments or securitiessecurity interest, or any notespledge, bonds, debentures lien or other similar evidences of indebtedness for money borrowed encumbrance (hereinafter, herein referred to as a “DebtMortgage” or “Mortgages”) secured by pledge of, or mortgage or lien on, upon any Principal Operating Property of the Company or any Restricted Subsidiary, whether such Operating Property is now owned or on hereafter acquired, without in any shares of Capital Stock of such case effectively providing concurrently with the issuance, assumption or Debt guarantee of any Restricted Subsidiary such Indebtedness that the Notes (mortgagestogether with, pledges and liens being hereinafter called “Mortgages”), if the Company shall secure or cause such Restricted Subsidiary to secure the 2020 Notes (and so determine, any other Debt Securities issued under Indebtedness ranking equally with the Indenture to Notes other than debt securities not having the extent the terms thereof so providebenefit of this provision) shall be secured equally and ratably with (orsuch Indebtedness, at except that the Company’s option, prior to) such secured Debt, so long as such secured Debt foregoing restrictions shall be so secured, unless the aggregate amount of all such secured Debt would not exceed 15% of Consolidated Net Assets. (b) The restrictions set forth in paragraph (a) in this Section 3.02 will not apply to, and there will be excluded from secured Debt in any computation under such restrictions, Debt secured by: (i) the giving, no later than 180 days after the later of (a) the acquisition or completion of construction or completion of substantial reconstruction, renovation, remodeling, expansion or improvement (each a “substantial improvement”) of such property, and (b) the placing in operation of such property after the acquisition or completion of any such construction or substantial improvement, of any purchase money Mortgage, or the acquiring of property not theretofore owned by the Company or such Restricted Subsidiary subject to any then existing Mortgage securing Indebtedness (whether or not assumed) including Indebtedness incurred for reimbursement of funds previously expended for any such purpose, provided that in each case (x) such Mortgage is limited to such property, including accretions thereto and any such construction or substantial improvement; (y) the principal amount of the Indebtedness being incurred that is secured by such Mortgage shall not exceed the cost of such acquired property, construction or substantial improvement, as the case may be; and (z) the principal amount of the Indebtedness secured by such Mortgage, together with all other Indebtedness to Persons other than the Company or a Restricted Subsidiary secured by Mortgages on property ofsuch property, shall not exceed the total cost of such property, including any such construction or on any shares of Capital Stock of or Debt of, any corporation existing at the time such corporation becomes a Restricted Subsidiarysubstantial improvement; (ii) Mortgages the giving by the Company or a Restricted Subsidiary of a Mortgage on real property that is the sole security for Indebtedness (w) incurred within three years after the latest of (1) the date of acquisition of such real property or (2) the date of completion of construction or substantial improvement made thereon by the Company or such Restricted Subsidiary, (x) incurred for the purpose of reimbursing itself for the cost of acquisition and/or the cost of improvement of such real property, (y) the amount of which does not exceed the aggregate cost of such real property and improvements, and (z) the holder of which shall be entitled to enforce payment of such Indebtedness solely by resorting to the security therefor, without any liability on the part of the Company or such Restricted Subsidiary for any deficiency; (iii) (x) any Mortgage on the Company’s or any Subsidiary’s assets existing on the date of this Third Supplemental Indenture, (y) any Mortgage on the assets of any Person on the date it became a Subsidiary or is merged into or consolidated with the Company or any Subsidiary or (z) any Mortgage on the assets of a Subsidiary that is newly designated as a Restricted Subsidiary, if such Mortgage was created while such Subsidiary was a Non-Restricted Subsidiary, and such Mortgage would have been permitted under the provisions of this paragraph if such Subsidiary had been a Restricted Subsidiary at the time such Mortgage was created; (iv) any Mortgage incurred in connection with any refinancing, refunding or extension of Indebtedness secured by a Mortgage permitted under clauses (i) to (iii) above, provided that the principal amount of the refinancing, refunding or extending Indebtedness does not exceed the principal amount of the Indebtedness so refinanced, refunded or extended and that such Mortgage applies only to the same property or assets subject to the prior permitted Mortgage and fixtures and building improvements thereon (and if the prior Mortgage was incurred under clause (ii) above, the requirements of clause (z) thereof are satisfied); or (v) any Mortgage given in favor of the Company or any Wholly Owned Restricted Subsidiary; (iii) Mortgages on property, shares of Capital Stock or Debt existing at the time of acquisition thereof (including acquisition through merger, consolidation, purchase, lease or some other method) or to secure the payment of all or any part of the purchase price thereof or cost of construction, development, refurbishment, or improvement thereon or to secure any Debt incurred prior to, at the time of, or within 360 days after the later of the acquisition of such property, shares of Capital Stock or Debt or the completion, development, refurbishment or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment or improvement thereon; (iv) Mortgages securing obligations issued by a state, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the Holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations; (v) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing paragraphs (1) to (5), inclusive; provided, however, that such extension, renewal or replacement Mortgage shall be limited to all or part of the same property, shares of Capital Stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and the principal amount of Debt secured by such Mortgage immediately prior to such extension, renewal or refunding is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programs. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If the The Company or shall not, and shall not permit any Restricted Subsidiary shall after the date of the Indenture incur, to issue, assume or guarantee any loansIndebtedness secured by any mortgage, whether or not evidenced by negotiable instruments or securitiessecurity interest, or any notespledge, bonds, debentures lien or other similar evidences of indebtedness for money borrowed encumbrance (hereinafter, herein referred to as a “DebtMortgage” or “Mortgages”) secured by pledge of, or mortgage or lien on, upon any Principal Operating Property of the Company or any Restricted Subsidiary, whether such Operating Property is now owned or on hereafter acquired, without in any shares of Capital Stock of such case effectively providing concurrently with the issuance, assumption or Debt guarantee of any Restricted Subsidiary such Indebtedness that the Notes (mortgagestogether with, pledges and liens being hereinafter called “Mortgages”), if the Company shall secure or cause such Restricted Subsidiary to secure the 2020 Notes (and so determine, any other Debt Indebtedness ranking equally with the Notes other than Securities issued under not having the Indenture to the extent the terms thereof so providebenefit of this Section 4.01) shall be secured equally and ratably with (orsuch Indebtedness, at except that the Company’s option, prior to) such secured Debt, so long as such secured Debt foregoing restrictions shall be so secured, unless the aggregate amount of all such secured Debt would not exceed 15% of Consolidated Net Assets. (b) The restrictions set forth in paragraph (a) in this Section 3.02 will not apply to, and there will be excluded from secured Debt in any computation under such restrictions, Debt secured by: (i) the giving, within 180 days after the later of the acquisition or completion of construction or completion of substantial reconstruction, renovation, remodeling, expansion or improvement (each a “substantial improvement”) of such property, and the placing in operation of such property after the acquisition or completion of any such construction or substantial improvement, of any purchase money Mortgage, or the acquiring of property not theretofore owned by the Company or such Restricted Subsidiary subject to any then existing Mortgage securing Indebtedness (whether or not assumed) including Indebtedness incurred for reimbursement of funds previously expended for any such purpose, provided that in each case (x) such Mortgage is limited to such property, including accretions thereto and any such construction or substantial improvement; (y) the principal amount of the Indebtedness being incurred that is secured by such Mortgage shall not exceed the cost of such acquired property, construction or substantial improvement, as the case may be; and (z) the principal amount of the Indebtedness secured by such Mortgage, together with all other Indebtedness to persons other than the Company or a Restricted Subsidiary secured by Mortgages on property ofsuch property, shall not exceed the total cost of such property, including any such construction or on any shares of Capital Stock of or Debt of, any corporation existing at the time such corporation becomes a Restricted Subsidiarysubstantial improvement; (ii) Mortgages the giving by the Company or a Restricted Subsidiary of a Mortgage on real property that is the sole security for Indebtedness (w) incurred within three years after the latest of (1) the date of acquisition of such real property or (2) the date of completion of construction or substantial improvement made thereon by the Company or such Restricted Subsidiary, (x) incurred for the purpose of reimbursing itself for the cost of acquisition and/or the cost of improvement of such real property, (y) the amount of which does not exceed the aggregate cost of such real property and improvements, and (z) the holder of which shall be entitled to enforce payment of such Indebtedness solely by resorting to the security therefor, without any liability on the part of the Company or such Restricted Subsidiary for any deficiency; (iii) (x) any Mortgage on the Company’s or any Subsidiary’s assets existing on the date of this Third Supplemental Indenture, or (y) any Mortgage on the assets of any person on the date it became a Subsidiary or is merged into or consolidated with the Company or any Subsidiary or (z) any Mortgage on the assets of a Subsidiary that is newly designated as a Restricted Subsidiary, if such Mortgage was created while such Subsidiary was a Non- Restricted Subsidiary, and such Mortgage would have been permitted under the provisions of this paragraph if such Subsidiary had been a Restricted Subsidiary at the time such Mortgage was created; (iv) any Mortgage incurred in connection with any refunding or extension of Indebtedness secured by a Mortgage permitted under clauses (i) to (iii) above, provided that the principal amount of the refinancing or extending Indebtedness does not exceed the principal amount of the Indebtedness so refunded or extended and that such Mortgage applies only to the same property or assets subject to the prior permitted Mortgage and fixtures and building improvements thereon (and if the prior Mortgage was incurred under clause (ii) above, the requirements of clause (z) thereof are satisfied); or (v) any Mortgage given in favor of the Company or any Wholly Owned Restricted Subsidiary; (iii) Mortgages on property, shares of Capital Stock or Debt existing at the time of acquisition thereof (including acquisition through merger, consolidation, purchase, lease or some other method) or to secure the payment of all or any part of the purchase price thereof or cost of construction, development, refurbishment, or improvement thereon or to secure any Debt incurred prior to, at the time of, or within 360 days after the later of the acquisition of such property, shares of Capital Stock or Debt or the completion, development, refurbishment or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment or improvement thereon; (iv) Mortgages securing obligations issued by a state, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the Holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations; (v) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing paragraphs (1) to (5), inclusive; provided, however, that such extension, renewal or replacement Mortgage shall be limited to all or part of the same property, shares of Capital Stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and the principal amount of Debt secured by such Mortgage immediately prior to such extension, renewal or refunding is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programs. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If the The Company or will not itself, and will not permit any Restricted Subsidiary shall after the date of the Indenture to, incur, issue, assume or guarantee any loans, whether or not evidenced by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinafter, “Debt”) Debt secured by pledge of, or mortgage or lien on, a Mortgage on any Principal Property of the Company or any Restricted Subsidiary, or on any shares of Capital Stock of stock or Debt of any Restricted Subsidiary Subsidiary, whether such Principal Property, stock or Debt is now owned or shall hereafter be acquired, without effectively providing that the Securities (mortgagestogether with, pledges and liens being hereinafter called “Mortgages”), if the Company shall secure so determine, any other Debt of the Company or cause such Restricted Subsidiary to secure the 2020 Notes (and any other Debt Securities issued under the Indenture then existing or thereafter created which is not subordinate to the extent the terms thereof so provideSecurities) shall be secured equally and ratably with (or, at the Company’s option, or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless unless, after giving effect thereto, the aggregate amount of all such secured Debt (other than that permitted below) plus all Attributable Debt of the Company and its Restricted Subsidiaries in respect of sale and leaseback transactions (other than those sale and leaseback transactions permitted by subsections (a), (c) and (d) of Section 4.05) would not exceed 1510% of the Consolidated Net Assets. (b) The restrictions set forth in paragraph (a) in Tangible Assets of the Company; provided, however, that this Section 3.02 will shall not apply to, and there will shall be excluded from secured Debt in any computation under such restrictionsthis Section, Debt secured by: (ia) Mortgages existing at the date hereof on any property owned or leased by the Company or any Restricted Subsidiary at that date securing Debt outstanding on that date; (b) Mortgages on any property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or Mortgages on Principal Properties acquired or constructed after the date of this Indenture to secure the payment of all or any part of the purchase price or construction cost thereof or to secure any Debt incurred or for which a firm commitment is obtained prior to, at the time of, or within 120 days after, the acquisition of such property or the completion of any such construction for the purpose of financing all or any part of the purchase price or construction cost thereof; (c) Mortgages on property of, or on any shares of Capital Stock of stock or Debt of, any corporation existing at the time such corporation becomes a Restricted Subsidiary; (iid) Mortgages in favor of the United States of America, any State thereof or the Commonwealth of Puerto Rico, any political subdivision thereof or any agency, department or other instrumentality thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute; (e) Mortgages in favor of the Company or any Restricted Subsidiary; (iiif) Mortgages on propertyin connection with the issuance of tax- exempt industrial development bonds under the Internal Revenue Code of 1986, shares of Capital Stock as amended, or Debt existing at the time of acquisition thereof (including acquisition through mergeras hereafter amended, consolidation, purchase, lease or some other method) or to secure the payment of finance all or any part of the purchase price thereof of or the cost of construction, development, refurbishment, constructing or improving property; provided that any such Mortgage shall be limited to such property acquired or constructed or such improvement and to theretofore substantially unimproved real property on which such construction or improvement thereon or to is located; and provided, further that the Company and Restricted Subsidiaries may further secure any Debt incurred prior to, at the time of, or within 360 days after the later of the acquisition of such property, shares of Capital Stock or Debt or the completion, development, refurbishment or improvement of construction for the purpose of financing all or any part of the such purchase price thereof or the cost of construction or the improvement by an interest on additional property of the Company and Restricted Subsidiaries only to the extent necessary for the construction, developmentmaintenance and operation of, refurbishment and access to, such property so acquired or improvement thereonconstructed or such improvement; (ivg) Mortgages securing under workers' compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the repayment of Debt), or deposits to secure public or statutory obligations issued by a stateof the Company or any Restricted Subsidiary, territory or possession deposits of cash or obligations of the United States, States of America to secure surety and appeal bonds to which the Company or any political subdivision Restricted Subsidiary is a party or in lieu of any of the foregoingsuch bonds, or pledges or deposits for similar purposes in the District ordinary course of Columbiabusiness, or liens imposed by law, such as laborers' or others employees', carriers', warehousemen's, mechanics', materialmen's and vendors' liens and liens arising out of judgments or awards against the Company or any instrumentality of any of the foregoing Restricted Subsidiary with respect to finance the acquisition or construction of property, and on which the interest Company or such Restricted Subsidiary at the time shall be prosecuting an appeal or proceedings for review and with respect to which it shall have secured a stay of execution pending such appeal or proceedings for review, or liens for property taxes not yet subject to penalties for nonpayment or the amount or validity of which is being in good faith contested by appropriate proceedings by the Company or any Restricted Subsidiary, as the case may be, or minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties, which liens, exceptions, encumbrances, easements, reservations, rights and restrictions do not, in the opinion of tax counsel the Company, in the aggregate materially detract from the value of recognized standing said properties or materially impair their use in accordance with a ruling issued by the Internal Revenue Service, includible in gross income operation of the Holder by reason of Section 103(a)(1) business of the Internal Revenue Code (or any successor to such provision or any other similar statute of Company and the United States) as in effect at the time of the issuance of such obligations;Restricted Subsidiaries; and (vh) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi) any Any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing paragraphs clauses (1a) to (5g), inclusive; provided, however, provided that (i) such extension, renewal or replacement Mortgage shall be limited to all or part of the same property, shares of Capital Stock stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and (ii) the principal amount of Debt secured by such Mortgage immediately prior to at the time of such extension, renewal or refunding replacement is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programsincreased. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If the The Company or covenants and agrees that it will not, and will not permit any Restricted Subsidiary shall after the date of the Indenture incurto create, issue, incur, assume or guarantee any loans, whether Secured Debt without making effective provision (and the Company covenants that in such case it will make or not evidenced cause to be made effective provision) whereby the Senior Notes then outstanding and any other indebtedness of or guarantee by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinafter, “Debt”) secured by pledge of, or mortgage or lien on, any Principal Property of the Company or any Restricted Subsidiary, or on any shares of Capital Stock of or Debt of any Restricted Subsidiary (mortgages, pledges and liens being hereinafter called “Mortgages”), the Company shall secure or cause such Restricted Subsidiary to secure the 2020 Notes (and any other Debt Securities issued under the Indenture to the extent the terms thereof so provide) then entitled thereto shall be secured by such Mortgage equally and ratably with (or, at the Company’s option, or prior to) such any and all other obligations and indebtedness thereby secured Debt, for so long as any such secured Debt other obligations and indebtedness shall be so secured, unless after giving effect thereto, the aggregate amount of all such secured Secured Debt plus all Attributable Debt of the Company and its Restricted Subsidiaries in respect of sale and leaseback transactions (as defined in Section 1009) involving Principal Properties (other than sale and leaseback transactions permitted by clause (a)(1) of Section 1009 in reliance upon one of the exclusions set forth in paragraphs (1) through (6) below and clause (a)(2) of Section 1009) would not exceed 1510% of Consolidated Net Tangible Assets. (b) The restrictions set forth in paragraph (a) in ; provided, however, that this Section 3.02 will shall not apply to, and there will shall be excluded from secured Secured Debt in any computation under such restrictionsthis Section, Debt indebtedness for money borrowed secured by: (i1) Mortgages existing on the date of this Fifteenth Supplemental Indenture; (2) Mortgages on any real or personal property ofof any Person, or on any shares of Capital Stock of or Debt of, any corporation which Mortgages are existing at the time such corporation becomes Person became a Restricted Subsidiary, which Mortgage was not incurred in contemplation of such Person becoming a Restricted Subsidiary; (ii3) Mortgages in favor of the Company or any Restricted Subsidiary; (iii4) Mortgages existing on any real or personal property at the time it is acquired by the Company or a Restricted Subsidiary or created within 18 months after the date of such acquisition, conditional sale and similar agreements; (5) Mortgages on property, shares of Capital Stock any real or Debt existing at the time of acquisition thereof (including acquisition through merger, consolidation, purchase, lease or some other method) or personal property to secure the payment of all or any part of the purchase price or construction cost thereof or cost of construction, development, refurbishment, or improvement thereon or to secure any Debt indebtedness for money borrowed incurred prior to, at the time of, or within 360 days 18 months after the later acquisition, the completion of any construction or the acquisition commencement of full operation of such property, shares of Capital Stock or Debt or the completion, development, refurbishment or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment or improvement thereon;construction cost thereof; and (iv6) Mortgages securing obligations issued by a state, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the Holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations; (v) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi) any Any extension, renewal or replacement refunding (or successive extensions, renewals or replacementsrefundings), as a whole or in part, of any Mortgage referred to in the foregoing paragraphs clauses (1) to (5), ) inclusive; provided, however, that such extension, renewal or replacement Mortgage shall be limited to all or part of the same property, shares of Capital Stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and provided the principal amount of Debt secured by such Mortgage immediately prior to such extension, renewal or refunding is may not increased (except any increase in an exceed the principal amount not to exceed of the Mortgage being extended, renewed or refunded plus the amount of any unfunded commitments on the date of the Indenture referred to premium or other costs paid in clause (5) in the case of an connection with such extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programsrefunding. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If the The Company or will not at any Restricted Subsidiary shall after the date of the Indenture incurtime create, issue, incur, assume or guarantee any loansguarantee, whether or and will not evidenced by negotiable instruments or securitiescause, or permit a Subsidiary to create, issue, incur, assume or guarantee, any notes, bonds, debentures Secured Debt without first making effective provision (and the Company covenants that in such case it will first make or other similar evidences cause to be made effective provision) whereby the Securities of indebtedness for money borrowed (hereinafter, “Debt”) any series then outstanding and which may subsequently be outstanding pursuant to this Indenture shall be secured by pledge of, or mortgage or lien on, any Principal Property of the Company or any Restricted Subsidiary, or on any shares of Capital Stock of or Mortgage securing such Secured Debt of any Restricted Subsidiary (mortgages, pledges and liens being hereinafter called “Mortgages”), the Company shall secure or cause such Restricted Subsidiary to secure the 2020 Notes (and any other Debt Securities issued under the Indenture to the extent the terms thereof so provide) equally and ratably with (or, at the Company’s option, prior to) such secured Debtany and all other obligations and indebtedness thereby secured, so long as any such secured Debt obligations and indebtedness shall be so securedsecured unless, unless after giving effect thereto, the sum of the aggregate amount of all such secured outstanding Secured Debt of the Company would not exceed 15an amount equal to 10% of the Consolidated Net Tangible Assets. (b) The restrictions set forth in paragraph (a) in this . For Secured Debt that provides for an amount less than the principal amount thereof to be due and payable upon the acceleration of its final maturity, the principal amount of the Secured Debt at any time its principal amount is measured shall be the principal amount due and payable on the Secured Debt if the Secured Debt were to be accelerated at that time. This Section 3.02 will 10.05 shall not apply to, be applicable to and there will shall be excluded from secured Secured Debt in any computation under such restrictions, Debt secured bypursuant hereto: (i) Mortgages Any Mortgage on property ofany Railway Properties acquired after the date of this Indenture or constructed by the Company; or a Subsidiary and created contemporaneously with, or within 180 days after, such acquisition or the completion of such construction and commencement of full operation of such Properties, whichever is later, to secure or provide for the payment of any part of the purchase or construction price of such Properties, (ii). the acquisition by the Company or a Subsidiary of Railway Properties subject to any Mortgage upon such Properties existing at the time of acquisition thereof, whether or not assumed by the Company or such Subsidiary, (iii). any conditional sales agreement or other title retention agreement with respect to any Railway Properties acquired after the date of this Indenture, (iv). any Mortgage existing on Railway Properties or on the outstanding shares or indebtedness of a corporation at the time such corporation shall become a Subsidiary, (v). any Mortgage on Railway Properties or the outstanding shares or indebtedness of Capital Stock a Subsidiary existing at the date of or Debt of, this Indenture and (vi). any Mortgage on Railway Properties of a corporation existing at the time such corporation becomes a Restricted Subsidiary; (ii) Mortgages in favor of shall be merged into or consolidated with the Company or any Restricted Subsidiary; (iii) Mortgages on property, shares of Capital Stock a Subsidiary or Debt existing at the time of acquisition thereof (including acquisition through merger, consolidation, purchasesale, lease or some other method) or to secure the payment of all or any part disposition of the purchase price thereof properties of a corporation or cost of construction, development, refurbishment, firm as an entirety or improvement thereon or substantially as an entirety to secure any Debt incurred prior to, at the time of, or within 360 days after the later of the acquisition of such property, shares of Capital Stock or Debt or the completion, development, refurbishment or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment or improvement thereon; (iv) Mortgages securing obligations issued by a state, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the Holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations; (v) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing paragraphs (1) to (5), inclusive; provided, however, that such extension, renewal or replacement Mortgage shall be limited to all or part of the same property, shares of Capital Stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and the principal amount of Debt secured by such Mortgage immediately prior to such extension, renewal or refunding is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries a Subsidiary; provided that the lien of any such Mortgage or impact in a material way the use thereof in the operation of their business agreement does not spread to other Railway Properties except unimproved real property previously owned upon which any new construction has taken place and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company subsequent additions to such acquired or any Subsidiary in favor of purchasers or providers of financing under certain financing programsconstructed property. (c) In addition to the provisions of paragraphs (a) and (b) of this SectionAny Mortgage extending, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with renewing or refunding, in whole or part, any existing Secured Debt or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are Mortgage permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section 10.05 or outstanding as an obligation of the Company or any Subsidiary on the date of this Indenture; provided that the principal amount of indebtedness secured thereby shall applynot exceed the principal amount of indebtedness so secured at the time of such extension, renewal or refunding and that such extension, renewal or refunding of any Secured Debt or Mortgage shall be limited to all or that part of the same property which at such time secured the Secured Debt or Mortgage, extended, renewed or refunded.

Restrictions on Secured Debt. (a) If the The Company or shall not, and shall not permit any Restricted Subsidiary shall after the date of the Indenture incur, to issue, assume or guarantee any loansIndebtedness secured by any mortgage, whether or not evidenced by negotiable instruments or securitiessecurity interest, or any notespledge, bonds, debentures lien or other similar evidences of indebtedness for money borrowed encumbrance (hereinafter, herein referred to as a “DebtMortgage” or “Mortgages”) secured by pledge of, or mortgage or lien on, upon any Principal Operating Property of the Company or any Restricted Subsidiary, whether such Operating Property is now owned or on hereafter acquired, without in any shares of Capital Stock of such case effectively providing concurrently with the issuance, assumption or Debt guarantee of any Restricted Subsidiary such Indebtedness that the Notes (mortgagestogether with, pledges and liens being hereinafter called “Mortgages”), if the Company shall secure or cause such Restricted Subsidiary to secure the 2020 Notes (and so determine, any other Debt Securities issued under Indebtedness ranking equally with the Indenture to Notes other than debt securities not having the extent the terms thereof so providebenefit of this provision) shall be secured equally and ratably with (orsuch Indebtedness, at except that the Company’s option, prior to) such secured Debt, so long as such secured Debt foregoing restrictions shall be so secured, unless the aggregate amount of all such secured Debt would not exceed 15% of Consolidated Net Assets. (b) The restrictions set forth in paragraph (a) in this Section 3.02 will not apply to, and there will be excluded from secured Debt in any computation under such restrictions, Debt secured by: (i) the giving, no later than 180 days after the later of (a) the acquisition or completion of construction or completion of substantial reconstruction, renovation, remodeling, expansion or improvement (each a “substantial improvement”) of such property, and (b) the placing in operation of such property after the acquisition or completion of any such construction or substantial improvement, of any purchase money Mortgage, or the acquiring of property not theretofore owned by the Company or such Restricted Subsidiary subject to any then existing Mortgage securing Indebtedness (whether or not assumed) including Indebtedness incurred for reimbursement of funds previously expended for any such purpose, provided that in each case (x) such Mortgage is limited to such property, including accretions thereto and any such construction or substantial improvement; (y) the principal amount of the Indebtedness being incurred that is secured by such Mortgage shall not exceed the cost of such acquired property, construction or substantial improvement, as the case may be; and (z) the principal amount of the Indebtedness secured by such Mortgage, together with all other Indebtedness to Persons other than the Company or a Restricted Subsidiary secured by Mortgages on property ofsuch property, shall not exceed the total cost of such property, including any such construction or on any shares of Capital Stock of or Debt of, any corporation existing at the time such corporation becomes a Restricted Subsidiarysubstantial improvement; (ii) Mortgages the giving by the Company or a Restricted Subsidiary of a Mortgage on real property that is the sole security for Indebtedness (w) incurred within three years after the latest of (1) the date of acquisition of such real property or (2) the date of completion of construction or substantial improvement made thereon by the Company or such Restricted Subsidiary, (x) incurred for the purpose of reimbursing itself for the cost of acquisition and/or the cost of improvement of such real property, (y) the amount of which does not exceed the aggregate cost of such real property and improvements, and (z) the holder of which shall be entitled to enforce payment of such Indebtedness solely by resorting to the security therefor, without any liability on the part of the Company or such Restricted Subsidiary for any deficiency; (iii) (x) any Mortgage on the Company’s or any Subsidiary’s assets existing on the date of this First Supplemental Indenture, (y) any Mortgage on the assets of any Person on the date it became a Subsidiary or is merged into or consolidated with the Company or any Subsidiary or (z) any Mortgage on the assets of a Subsidiary that is newly designated as a Restricted Subsidiary, if such Mortgage was created while such Subsidiary was a Non-Restricted Subsidiary, and such Mortgage would have been permitted under the provisions of this paragraph if such Subsidiary had been a Restricted Subsidiary at the time such Mortgage was created; (iv) any Mortgage incurred in connection with any refinancing, refunding or extension of Indebtedness secured by a Mortgage permitted under clauses (i) to (iii) above, provided that the principal amount of the refinancing, refunding or extending Indebtedness does not exceed the principal amount of the Indebtedness so refinanced, refunded or extended and that such Mortgage applies only to the same property or assets subject to the prior permitted Mortgage and fixtures and building improvements thereon (and if the prior Mortgage was incurred under clause (ii) above, the requirements of clause (z) thereof are satisfied); or (v) any Mortgage given in favor of the Company or any Wholly Owned Restricted Subsidiary; (iii) Mortgages on property, shares of Capital Stock or Debt existing at the time of acquisition thereof (including acquisition through merger, consolidation, purchase, lease or some other method) or to secure the payment of all or any part of the purchase price thereof or cost of construction, development, refurbishment, or improvement thereon or to secure any Debt incurred prior to, at the time of, or within 360 days after the later of the acquisition of such property, shares of Capital Stock or Debt or the completion, development, refurbishment or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment or improvement thereon; (iv) Mortgages securing obligations issued by a state, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the Holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations; (v) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing paragraphs (1) to (5), inclusive; provided, however, that such extension, renewal or replacement Mortgage shall be limited to all or part of the same property, shares of Capital Stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and the principal amount of Debt secured by such Mortgage immediately prior to such extension, renewal or refunding is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programs. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If the The Company or shall not, and shall not permit any Restricted Subsidiary shall after the date of the Indenture incurto, issue, assume or guarantee any loansIndebtedness secured by any mortgage, whether or not evidenced by negotiable instruments or securitiessecurity interest, or any notespledge, bonds, debentures lien or other similar evidences of indebtedness for money borrowed encumbrance (hereinafter, herein referred to as a “DebtMortgage” or “Mortgages”) secured by pledge of, or mortgage or lien on, upon any Principal Operating Property of the Company or any Restricted Subsidiary, whether such Operating Property is now owned or on hereafter acquired, without in any shares of Capital Stock of such case effectively providing concurrently with the issuance, assumption or Debt guarantee of any Restricted Subsidiary such Indebtedness that the Notes (mortgagestogether with, pledges and liens being hereinafter called “Mortgages”), if the Company shall secure or cause such Restricted Subsidiary to secure the 2020 Notes (and so determine, any other Debt Securities issued under Indebtedness ranking equally with the Indenture to Notes other than debt securities not having the extent the terms thereof so providebenefit of this provision) shall be secured equally and ratably with (orsuch Indebtedness, at except that the Company’s option, prior to) such secured Debt, so long as such secured Debt foregoing restrictions shall be so secured, unless the aggregate amount of all such secured Debt would not exceed 15% of Consolidated Net Assets. (b) The restrictions set forth in paragraph (a) in this Section 3.02 will not apply to, and there will be excluded from secured Debt in any computation under such restrictions, Debt secured by: (i) the giving, no later than 180 days after the later of (a) the acquisition or completion of construction or completion of substantial reconstruction, renovation, remodeling, expansion or improvement (each a “substantial improvement”) of such property, and (b) the placing in operation of such property after the acquisition or completion of any such construction or substantial improvement, of any purchase money Mortgage, or the acquiring of property not theretofore owned by the Company or such Restricted Subsidiary subject to any then existing Mortgage securing Indebtedness (whether or not assumed) including Indebtedness incurred for reimbursement of funds previously expended for any such purpose, provided that in each case (x) such Mortgage is limited to such property, including accretions thereto and any such construction or substantial improvement; (y) the principal amount of the Indebtedness being incurred that is secured by such Mortgage shall not exceed the cost of such acquired property, construction or substantial improvement, as the case may be; and (z) the principal amount of the Indebtedness secured by such Mortgage, together with all other Indebtedness to Persons other than the Company or a Restricted Subsidiary secured by Mortgages on property ofsuch property, shall not exceed the total cost of such property, including any such construction or on any shares of Capital Stock of or Debt of, any corporation existing at the time such corporation becomes a Restricted Subsidiarysubstantial improvement; (ii) Mortgages the giving by the Company or a Restricted Subsidiary of a Mortgage on real property that is the sole security for Indebtedness (w) incurred within three years after the latest of (1) the date of acquisition of such real property or (2) the date of completion of construction or substantial improvement made thereon by the Company or such Restricted Subsidiary, (x) incurred for the purpose of reimbursing itself for the cost of acquisition and/or the cost of improvement of such real property, (y) the amount of which does not exceed the aggregate cost of such real property and improvements, and (z) the holder of which shall be entitled to enforce payment of such Indebtedness solely by resorting to the security therefor, without any liability on the part of the Company or such Restricted Subsidiary for any deficiency; (iii) (x) any Mortgage on the Company’s or any Subsidiary’s assets existing on the date of this Second Supplemental Indenture, (y) any Mortgage on the assets of any Person on the date it became a Subsidiary or is merged into or consolidated with the Company or any Subsidiary or (z) any Mortgage on the assets of a Subsidiary that is newly designated as a Restricted Subsidiary, if such Mortgage was created while such Subsidiary was a Non-Restricted Subsidiary, and such Mortgage would have been permitted under the provisions of this paragraph if such Subsidiary had been a Restricted Subsidiary at the time such Mortgage was created; (iv) any Mortgage incurred in connection with any refinancing, refunding or extension of Indebtedness secured by a Mortgage permitted under clauses (i) to (iii) above, provided that the principal amount of the refinancing, refunding or extending Indebtedness does not exceed the principal amount of the Indebtedness so refinanced, refunded or extended and that such Mortgage applies only to the same property or assets subject to the prior permitted Mortgage and fixtures and building improvements thereon (and if the prior Mortgage was incurred under clause (ii) above, the requirements of clause (z) thereof are satisfied); or (v) any Mortgage given in favor of the Company or any Wholly Owned Restricted Subsidiary; (iii) Mortgages on property, shares of Capital Stock or Debt existing at the time of acquisition thereof (including acquisition through merger, consolidation, purchase, lease or some other method) or to secure the payment of all or any part of the purchase price thereof or cost of construction, development, refurbishment, or improvement thereon or to secure any Debt incurred prior to, at the time of, or within 360 days after the later of the acquisition of such property, shares of Capital Stock or Debt or the completion, development, refurbishment or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment or improvement thereon; (iv) Mortgages securing obligations issued by a state, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the Holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations; (v) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing paragraphs (1) to (5), inclusive; provided, however, that such extension, renewal or replacement Mortgage shall be limited to all or part of the same property, shares of Capital Stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and the principal amount of Debt secured by such Mortgage immediately prior to such extension, renewal or refunding is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programs. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If the The Company or shall not, and shall not permit any Restricted Subsidiary shall after the date of the Indenture incur, to issue, assume or guarantee any loansIndebtedness secured by any mortgage, whether or not evidenced by negotiable instruments or securitiessecurity interest, or any notespledge, bonds, debentures lien or other similar evidences of indebtedness for money borrowed encumbrance (hereinafter, herein referred to as a “DebtMortgage” or “Mortgages”) secured by pledge of, upon any Operating Property or mortgage or lien on, any Principal Property Operating Assets of the Company or any Restricted Subsidiary, whether such Operating Property or on Operating Asset is now owned or hereafter acquired, without in any shares of Capital Stock of such case effectively providing concurrently with the issuance, assumption or Debt guarantee of any Restricted Subsidiary such Indebtedness that the Notes (mortgagestogether with, pledges and liens being hereinafter called “Mortgages”), if the Company shall secure or cause such Restricted Subsidiary to secure the 2020 Notes (and so determine, any other Debt Indebtedness ranking equally with the Notes other than Securities issued under not having the Indenture to the extent the terms thereof so providebenefit of this Section 4.1) shall be secured equally and ratably with (orsuch Indebtedness, at except that the Company’s option, prior to) such secured Debt, so long as such secured Debt foregoing restrictions shall be so secured, unless the aggregate amount of all such secured Debt would not exceed 15% of Consolidated Net Assets. (b) The restrictions set forth in paragraph (a) in this Section 3.02 will not apply to, and there will be excluded from secured Debt in any computation under such restrictions, Debt secured by: (i) the giving, within 180 days after the later of the acquisition or completion of construction or completion of substantial reconstruction, renovation, remodeling, expansion or improvement (each a “substantial improvement”) of such property, and the placing in operation of such property after the acquisition or completion of any such construction or substantial improvement, of any purchase money Mortgage (including security for bankers acceptances and similar inventory financings in the ordinary course of business and vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof), or the acquiring of property not theretofore owned by the Company or such Restricted Subsidiary subject to any then existing Mortgage securing Indebtedness (whether or not assumed) including Indebtedness incurred for reimbursement of funds previously expended for any such purpose, provided that in each case (x) such Mortgage is limited to such property, including accretions thereto and any such construction or substantial improvement (or, with respect to bankers acceptances and similar inventory financings in the ordinary course of business, any inventory acquired by the Company or such Restricted Subsidiary during the 180-day period immediately preceding the date of creation of such Mortgage); (y) the principal amount of the Indebtedness being incurred that is secured by such Mortgage shall not exceed the cost of such acquired property, construction or substantial improvement, as the case may be; and (z) the principal amount of the Indebtedness secured by such Mortgage, together with all other Indebtedness to persons other than the Company or a Restricted Subsidiary secured by Mortgages on property ofsuch property, shall not exceed the total cost of such property, including any such construction or on any shares of Capital Stock of or Debt of, any corporation existing at the time such corporation becomes a Restricted Subsidiarysubstantial improvement; (ii) Mortgages the giving by the Company or a Restricted Subsidiary of a Mortgage on real property that is the sole security for Indebtedness (w) incurred within three years after the latest of (1) the date of acquisition of such real property or (2) the date of completion of construction or substantial improvement made thereon by the Company or such Restricted Subsidiary, (x) incurred for the purpose of reimbursing itself for the cost of acquisition and/or the cost of improvement of such real property, (y) the amount of which does not exceed the aggregate cost of such real property and improvements, and (z) the Holder of which shall be entitled to enforce payment of such Indebtedness solely by resorting to the security therefor, without any liability on the part of the Company or such Restricted Subsidiary for any deficiency; (iii) any Mortgage on the Company’s or any Subsidiary’s assets existing on the date of this First Supplemental Indenture or any Mortgage on the assets of any person on the date it became a Subsidiary or is merged into or consolidated with the Company or any Subsidiary or any Mortgage on the assets of a Subsidiary that is newly designated as a Restricted Subsidiary, if such Mortgage was created while such Subsidiary was a Non- Restricted Subsidiary, and such Mortgage would have been permitted under the provisions of this paragraph if such Subsidiary had been a Restricted Subsidiary at the time such Mortgage was created; (iv) any Mortgage incurred in connection with any refunding or extension of Indebtedness secured by a Mortgage permitted under clauses (i) to (iii) above, provided that the principal amount of the refinancing or extending Indebtedness does not exceed the principal amount of the Indebtedness so refunded or extended and that such Mortgage applies only to the same property or assets subject to the prior permitted Mortgage and fixtures and building improvements thereon (and if the prior Mortgage was incurred under clause (ii) above, the requirements of clause (z) thereof are satisfied); or (v) any Mortgage given in favor of the Company or any Wholly Owned Restricted Subsidiary; (iii) Mortgages on property, shares of Capital Stock or Debt existing at the time of acquisition thereof (including acquisition through merger, consolidation, purchase, lease or some other method) or to secure the payment of all or any part of the purchase price thereof or cost of construction, development, refurbishment, or improvement thereon or to secure any Debt incurred prior to, at the time of, or within 360 days after the later of the acquisition of such property, shares of Capital Stock or Debt or the completion, development, refurbishment or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment or improvement thereon; (iv) Mortgages securing obligations issued by a state, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the Holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations; (v) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing paragraphs (1) to (5), inclusive; provided, however, that such extension, renewal or replacement Mortgage shall be limited to all or part of the same property, shares of Capital Stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and the principal amount of Debt secured by such Mortgage immediately prior to such extension, renewal or refunding is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programs. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If the Company or FTL-Cayman shall not, and shall not permit any Restricted Subsidiary shall of FTL-Cayman to, issue any Debt secured after the date of the this Indenture incur, issue, assume or guarantee any loans, whether or not evidenced by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinafter, “Debt”) secured by pledge of, or mortgage or lien on, any Principal Property property of the Company FTL-Cayman or any Restricted Subsidiary, Subsidiary of FTL-Cayman or on any shares of Capital Stock of or Debt of any Restricted Subsidiary of FTL-Cayman (any mortgages, pledges and liens being hereinafter herein called “"Mortgages”"), without effectively providing that the Company Securities shall secure or cause be secured equally and ratably with such Restricted Subsidiary to secure the 2020 Notes (secured Debt and any other Debt Securities issued under the Indenture entitled to the extent the terms thereof so provide) equally and ratably with (or, at the Company’s option, prior to) share in such secured Debtsecurity, so long as such secured Debt shall be so secured, unless unless, after giving effect thereto, the aggregate amount of all such secured Debt plus all Attributable Debt of FTL-Cayman and its Restricted Subsidiaries with respect to sale and leaseback transactions to which Section 4.10 is applicable would not exceed 155% of Consolidated Net Tangible Assets. (b) The restrictions set forth in paragraph (a) in ; provided, however, that this Section 3.02 will 4.09 does not apply to, and there will shall be excluded from secured Debt in any computation under such restrictionshereunder, Debt secured by: (ia) Mortgages on property of, or on any shares of Capital Stock of or Debt of, any corporation existing at the time such corporation becomes a Restricted SubsidiarySubsidiary of FTL-Cayman; (iib) Mortgages in favor of the Company FTL-Cayman or any Restricted SubsidiarySubsidiary of FTL-Cayman; (iiic) Mortgages on property, shares of Capital Stock or Debt existing at the time of acquisition thereof (including acquisition through merger, merger or consolidation, purchase, lease or some other method) or to secure the payment of all or any part of the purchase price thereof or cost of construction, development, refurbishment, or improvement construction thereon or to secure any Debt incurred prior to, at the time of, or within 360 180 days after the later of the acquisition of such property, shares of Capital Stock or Debt or the completion, development, refurbishment or improvement completion of construction for the purpose of financing -44- 50 all or any part of the purchase price thereof or construction, development, refurbishment or improvement construction thereon; (iv) Mortgages securing obligations issued by a state, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the Holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations; (vd) Mortgages existing at on the date of this Indenture (or Mortgages which the Indenture securing Company or any Restricted Subsidiary has an obligation to create under Debt which is outstanding on the date of this Indenture), but only in an amount equal to the Indenture (or amount of the Debt in respect of commitments which is secured thereby and which is outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility)this Indenture; (vie) Mortgages (or Mortgages which FTL-Cayman or any Restricted Subsidiary has an obligation to create under the Credit Agreement) securing the maximum amount of Debt permitted to be outstanding under the Credit Agreement pursuant to Section 4.03(b)(1) or for which FTL-Cayman or a Restricted Subsidiary of FTL-Cayman has outstanding commitments under the Credit Agreement on the date of this Indenture; (f) Mortgages on assets of FTL-Cayman or any of its Subsidiaries (including an Account Receivable Subsidiary) incurred in connection with a Qualified Receivables Transaction; (g) Mortgages securing the Securities; (h) Permitted Mortgages; and (i) any Mortgage securing Permitted Refinancing Debt and any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing paragraphs clauses (1a) to through (5g) or this clause (i), inclusive; provided, however, that (x) the aggregate Debt secured by such extension, renewal or replacement Mortgage shall not exceed the amount of the Permitted Refinancing Debt or the Debt secured by the original Mortgage, as the case may be, and (y) such extension, renewal or replacement Mortgage shall be limited to all or a part of the same property, shares of Capital Stock or Debt (and substitutions therefor and accretions thereto) that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and the principal amount of Debt secured by such Mortgage immediately prior to such extension, renewal or refunding is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programsoriginal Mortgage. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If the The Company or covenants and agrees that it will not, and will not permit any Restricted Subsidiary shall after the date of the Indenture incurto create, issue, incur, assume or guarantee any loans, whether Secured Debt without making effective provision (and the Company covenants that in such case it will make or not evidenced cause to be made effective provision) whereby the Senior Notes then outstanding and any other indebtedness of or guarantee by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinafter, “Debt”) secured by pledge of, or mortgage or lien on, any Principal Property of the Company or any Restricted Subsidiary, or on any shares of Capital Stock of or Debt of any Restricted Subsidiary (mortgages, pledges and liens being hereinafter called “Mortgages”), the Company shall secure or cause such Restricted Subsidiary to secure the 2020 Notes (and any other Debt Securities issued under the Indenture to the extent the terms thereof so provide) then entitled thereto shall be secured by such Mortgage equally and ratably with (or, at the Company’s option, or prior to) such any and all other obligations and indebtedness thereby secured Debt, for so long as any such secured Debt other obligations and indebtedness shall be so secured, unless after giving effect thereto, the aggregate amount of all such secured Secured Debt plus all Attributable Debt of the Company and its Restricted Subsidiaries in respect of sale and leaseback transactions (as defined in Section 1009) involving Principal Properties (other than sale and leaseback transactions permitted by clause (a)(1) of Section 1009 in reliance upon one of the exclusions set forth in paragraphs (1) through (6) below and clause (a)(2) of Section 1009) would not exceed 1510% of Consolidated Net Tangible Assets. (b) The restrictions set forth in paragraph (a) in ; provided, however, that this Section 3.02 will shall not apply to, and there will shall be excluded from secured Secured Debt in any computation under such restrictionsthis Section, Debt indebtedness for money borrowed secured by: (i1) Mortgages existing on the date of this Twelfth Supplemental Indenture; (2) Mortgages on any real or personal property ofof any Person, or on any shares of Capital Stock of or Debt of, any corporation which Mortgages are existing at the time such corporation becomes Person became a Restricted Subsidiary, which Mortgage was not incurred in contemplation of such Person becoming a Restricted Subsidiary; (ii3) Mortgages in favor of the Company or any Restricted Subsidiary; (iii4) Mortgages existing on any real or personal property at the time it is acquired by the Company or a Restricted Subsidiary or created within 18 months after the date of such acquisition, conditional sale and similar agreements; (5) Mortgages on property, shares of Capital Stock any real or Debt existing at the time of acquisition thereof (including acquisition through merger, consolidation, purchase, lease or some other method) or personal property to secure the payment of all or any part anypart of the purchase price or construction cost thereof or cost of construction, development, refurbishment, or improvement thereon or to secure any Debt indebtedness for money borrowed incurred prior to, at the time of, or within 360 days 18 months after the later acquisition, the completion of any construction or the acquisition commencement of full operation of such property, shares of Capital Stock or Debt or the completion, development, refurbishment or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment or improvement thereon;construction cost thereof; and (iv6) Mortgages securing obligations issued by a state, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the Holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations; (v) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi) any Any extension, renewal or replacement refunding (or successive extensions, renewals or replacementsrefundings), as a whole or in part, of any Mortgage referred to in the foregoing paragraphs clauses (1) to (5), ) inclusive; provided, however, that such extension, renewal or replacement Mortgage shall be limited to all or part of the same property, shares of Capital Stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and provided the principal amount of Debt secured by such Mortgage immediately prior to such extension, renewal or refunding is may not increased (except any increase in an exceed the principal amount not to exceed of the Mortgage being extended, renewed or refunded plus the amount of any unfunded commitments on the date of the Indenture referred to premium or other costs paid in clause (5) in the case of an connection with such extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programsrefunding. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If the The Company or covenants and agrees that it will not, and will not permit any Restricted Subsidiary shall after the date of the Indenture incurto, create, issue, incur, assume or guarantee any loans, whether Secured Debt without making effective provision (and the Company covenants that in such case it will make or not evidenced cause to be made effective provision) whereby the Securities of each series then Outstanding and any other indebtedness of or guaranteed by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinafter, “Debt”) secured by pledge of, or mortgage or lien on, any Principal Property of the Company or any Restricted Subsidiary, or on any shares of Capital Stock of or Debt of any Restricted Subsidiary (mortgages, pledges and liens being hereinafter called “Mortgages”), the Company shall secure or cause such Restricted Subsidiary to secure the 2020 Notes (and any other Debt Securities issued under the Indenture to the extent the terms thereof so provide) then entitled thereto, shall be secured by such mortgage, pledge, lien or encumbrance equally and ratably with (or, at the Company’s option, or prior to) such any and all other obligations and indebtedness thereby secured Debt, for so long as any such secured Debt other obligations and indebtedness shall be so secured; provided, unless however, that the aggregate amount foregoing covenants shall not be applicable to the following: (i) Any mortgage, pledge, lien or other encumbrance on any property acquired or constructed by the Company or a Restricted Subsidiary and created contemporaneously with, or within 24 months after, such acquisition or the completion of all such secured Debt would construction and commencement of full operation of such property, whichever is later, to secure or provide for the payment of any part of the purchase or construction price of such property, or (ii) the acquisition by the Company or a Restricted Subsidiary of property subject to any mortgage, pledge, lien or other encumbrance upon such property existing at the time of acquisition thereof, whether or not exceed 15% assumed by the Company or such Restricted Subsidiary, or (iii) any conditional sales agreement or other title retention agreement with respect to any property hereafter acquired, provided that the lien of Consolidated Net Assetsany such mortgage, pledge, lien or other encumbrance or agreement does not spread to other property except unimproved real property previously owned upon which any new construction has taken place and subsequent additions to such acquired or constructed property. (b) The restrictions set forth Any mortgage, pledge, lien, or other encumbrance created for the sole purposes of extending, renewing or refunding, in paragraph (a) in whole or part, any mortgage, pledge, lien or other encumbrance permitted by this Section 3.02 will not apply to10.10 or ----- any mortgage, and there will be excluded from secured Debt in pledge, lien or other encumbrance securing the indebtedness of the Company or of any computation under such restrictions, Debt secured by: (i) Mortgages Restricted Subsidiary on property of, the date of this Indenture or on any shares of Capital Stock of or Debt of, any a corporation existing at the time such corporation becomes a Restricted Subsidiary; (ii) Mortgages in favor of the Company or any Restricted Subsidiary; (iii) Mortgages on property, shares of Capital Stock or Debt existing at the time of acquisition thereof (including acquisition through merger, consolidation, purchase, lease or some other method) or to secure the payment of all or any part of the purchase price thereof or cost of construction, development, refurbishment, or improvement thereon or to secure any Debt incurred prior to, at the time of, or within 360 days after the later of the acquisition of such property, shares of Capital Stock or Debt or the completion, development, refurbishment or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment or improvement thereon; (iv) Mortgages securing obligations issued by a state, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the Holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations; (v) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, refundings of any Mortgage referred to in the foregoing paragraphs (1) to (5)such mortgage, inclusivepledge, lien or other encumbrance; provided, however, that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement Mortgage refunding and that such extension, renewal or refunding mortgage, pledge, lien or other encumbrance shall be limited to all or that part of the same property, shares of Capital Stock or Debt that properties which secured the Mortgage mortgage, pledge, lien or other encumbrance extended, renewed or replaced refunded. (c) Any Secured Debt of a Restricted Subsidiary owing to the Company or a Wholly-owned Restricted Subsidiary. (d) Secured Debt of the Company and its Restricted Subsidiaries which would otherwise be prohibited by the foregoing restrictions (not including Secured Debt permitted to be secured under subparagraphs (a) through (c) above, so long as the sum of any such Secured Debt hereafter incurred plus improvements on such property) Attributable Debt of the Company and any Restricted Subsidiaries in respect of existing Sale and Leaseback Transactions hereafter entered into (excluding Attributable Debt incurred in respect of any Sale and Leaseback Transaction entered into in respect of property acquired by the principal amount of Debt secured by such Mortgage immediately Company or a Restricted Subsidiary not more than 24 months prior to the date such Transaction is entered into) plus unsecured Funded Debt of any Restricted Subsidiary hereafter incurred (excluding unsecured Funded Debt incurred through the extension, renewal or refunding is of Funded Debt where Consolidated Funded Debt was not thereby increased (except and excluding any increase in an amount not Funded Debt owed to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way Wholly-owned Restricted Subsidiary) does not at the use thereof in the operation time exceed 20% of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programsConsolidated Net Tangible Assets. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If the The Company or will not itself, and will not permit any Restricted Subsidiary shall after the date of the Indenture to, incur, issue, assume assume, or guarantee any loans, whether or not evidenced by negotiable instruments or securities, or any notes, bonds, debentures debentures, or other similar evidences of indebtedness for money borrowed (hereinafterloans and notes, “bonds, debentures, or other similar evidences of indebtedness for money borrowed being called "Debt”) "), secured after the date hereof by pledge of, or mortgage or lien on, any Principal Property of the Company or any Restricted Subsidiary, Subsidiary or on any shares of Capital Stock stock of or Debt of any Restricted Subsidiary (mortgages, pledges pledges, and liens being hereinafter called “"Mortgage" or "Mortgages”" and any such Debt so secured being called "Secured Debt"), without effectively providing that the Securities (together with, if the Company shall secure so determine, any other Debt of the Company or cause such Restricted Subsidiary to secure the 2020 Notes (and any other Debt Securities issued under the Indenture then existing or thereafter created which is not subordinate to the extent the terms thereof so provideSecurities) shall be secured equally and ratably with (or, at the option of the Company’s option, prior to) such secured Secured Debt, so long as such secured Secured Debt shall be so secured, unless after giving effect thereto, the aggregate amount of all such secured Secured Debt plus all Attributable Debt of the Company and its Restricted Subsidiaries with respect to sale and leaseback transactions to which Section 1005 is applicable would not exceed 1510% of Consolidated Net Tangible Assets. (b) The restrictions set forth in paragraph (a) in ; provided, however, that this Section 3.02 will 1004 shall not apply to, and there will shall be excluded from secured Secured Debt in any computation under such restrictionsthis Section 1004, Debt secured by: (i1) Mortgages on property of, or on an any shares of Capital Stock stock of or Debt of, any corporation existing at the time such corporation becomes a Restricted SubsidiarySubsidiary and not created in contemplation of such event; (ii2) Mortgages in favor of the Company or any Restricted Subsidiary; (iii3) Mortgages on any asset of any Person existing at the time such Person is merged or consolidated with or into the Company or a Restricted Subsidiary and not created in contemplation of such event; (4) Mortgages existing on any asset prior to the acquisition thereof by the Company or a Restricted Subsidiary and not created in contemplation of such event; (5) Mortgages on property, shares of Capital Stock stock, or Debt existing at the time of acquisition thereof (including acquisition through merger, merger or consolidation, purchase, lease or some other method) or to secure the payment of all or any part of the purchase price thereof or cost of construction, development, refurbishment, or improvement construction thereon or to secure any Debt incurred prior to, at the time of, or within 360 90 days after the later of the acquisition of such property, shares of Capital Stock stock or Debt debt or the completion, development, refurbishment or improvement completion of construction as evidenced by receipt of an occupancy certificate, for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment or improvement construction thereon; (iv6) Mortgages securing obligations issued by a state, territory territory, or possession of the United States, or any political subdivision of any of the foregoing, foregoing or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the Holder holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United Statesprovision) as in effect at the time of the issuance of such obligations; (v7) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility); (vi) any Any extension, renewal renewal, or replacement (or successive extensions, renewals renewals, or replacements), as a whole or in part, of any Mortgage referred to in the foregoing paragraphs clauses (1) to (56), inclusive; provided, however, that such extension, renewal renewal, or replacement Mortgage shall be limited to all or part of the same property, shares of Capital Stock stock or Debt that secured the Mortgage extended, renewed renewed, or replaced (plus improvements on such property) and the principal amount of Debt secured by such Mortgage immediately prior to such extension, renewal or refunding is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programs. (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

Restrictions on Secured Debt. (a) If the The Company or will not itself, and will not permit any Restricted Subsidiary shall after the date of the Indenture to, incur, issue, assume or guarantee any loans, whether or not evidenced by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinafter, hereinafter in this Article called “Debt”) ), secured by a pledge of, or mortgage or other lien on, any Principal Property of Property, now owned or hereafter owned by the Company or any Restricted Subsidiary, or on any shares of Capital Stock of stock or Debt of any Restricted Subsidiary (mortgages, pledges and liens being hereinafter in this Article called “MortgagesLien” or “Liens”), without effectively providing that the Securities (together with, if the Company shall secure so determine, any other Debt of the Company or cause such Restricted Subsidiary to secure the 2020 Notes (and any other Debt Securities issued under the Indenture then existing or thereafter created which is not subordinate to the extent the terms thereof so provideSecurities) shall be secured equally and ratably with (or, at the Company’s option, or prior to) such secured Debt, so long as such secured Debt shall be so secured; provided, unless the aggregate amount of all such secured Debt would not exceed 15% of Consolidated Net Assets. (b) The restrictions set forth in paragraph (a) in however, that this Section 3.02 will shall not apply to, and there will shall be excluded from secured Debt in any computation under such restrictionsthis Section, Debt secured by: : Liens on any Principal Property acquired (i) Mortgages on property ofwhether by merger, consolidation, purchase, lease or otherwise), constructed or improved by the Company or any Restricted Subsidiary after the date of this Indenture which are created or assumed prior to, contemporaneously with, or within 360 days after, such acquisition, construction or improvement, to secure or provide for the payment of all or any part of the cost of such acquisition, construction or improvement (including related expenditures capitalized for Federal income tax purposes in connection therewith) incurred after the date of this Indenture; Liens on any property, shares of Capital Stock of capital stock or Debt ofexisting at the time of acquisition thereof, any whether by merger, consolidation, purchase, lease or otherwise (including Liens on property, shares of capital stock or indebtedness of a corporation existing at the time such corporation becomes a Restricted Subsidiary; (ii) Mortgages ); Liens in favor of of, or which secure debt owing to, the Company or any Restricted Subsidiary; (iii) Mortgages on property; Liens in favor of the United States of America or any State thereof, shares or any department, agency or instrumentality or political subdivision of Capital Stock the United States of America or Debt existing at the time any State thereof or political entity affiliated therewith, or in favor of acquisition thereof (including acquisition through mergerany other country, consolidationor any political subdivision thereof, purchase, lease or some other method) or to secure the payment of all partial, progress, advance or any part of the purchase price thereof or cost of construction, development, refurbishmentother payments, or improvement thereon other obligations, pursuant to any contract or statute, or to secure any Debt incurred prior to, at the time of, or within 360 days after the later of the acquisition of such property, shares of Capital Stock or Debt or the completion, development, refurbishment or improvement of construction for the purpose of financing all or any part of the purchase price thereof cost of acquiring, constructing or constructionimproving the property subject to such Liens (including Liens incurred in connection with pollution control, developmentindustrial revenue or similar financings); Liens imposed by law, refurbishment such as mechanics’, workmen’s, repairmen’s, materialmen’s, carriers’, warehousemen’s, vendors’ or improvement thereon; other similar Liens arising in the ordinary course of business, or governmental (ivFederal, state or municipal) Mortgages securing obligations issued Liens arising out of contracts for the sale of products or services by a statethe Company or any Restricted Subsidiary, territory or possession of deposits or pledges to obtain the United States, any political subdivision release of any of the foregoing; pledges or deposits under workmen’s compensation, unemployment insurance or similar legislation and Liens of judgments thereunder which are not currently dischargeable, or good faith deposits in connection with bids, tenders, contracts (other than for the District payment of Columbiamoney) or leases to which the Company or any Restricted Subsidiary is a party, or deposits to secure public or statutory obligations of the Company or any instrumentality Restricted Subsidiary, or deposits in connection with obtaining or maintaining self-insurance or to obtain the benefits of any law, regulation or arrangement pertaining to workmen’s compensation, unemployment insurance, old age pensions, social security or similar matters, or deposits of cash or obligations of the foregoing United States of America to finance secure surety, appeal or customs bonds to which the acquisition Company or construction any Restricted Subsidiary is a party, or deposits in litigation or other proceedings such as, but not limited to, interpleader proceedings; Liens created by or resulting from any litigation or other proceeding which is being contested in good faith by appropriate proceedings, including Liens arising out of judgments or awards against the Company or any Restricted Subsidiary with respect to which the Company or such Restricted Subsidiary is in good faith prosecuting an appeal or proceedings for review; or Liens incurred by the Company or any Restricted Subsidiary for the purpose of obtaining a stay or discharge in the course of any litigation or other proceeding to which the Company or such Restricted Subsidiary is a party; Liens for taxes or assessments or governmental charges or levies not yet due or delinquent, or which can thereafter be paid without penalty, or which are being contested in good faith by appropriate proceedings; Liens consisting of easements, rights-of-way, zoning restrictions, restrictions on the use of real property, and on defects and irregularities in the title thereto, landlords’ Liens and other similar Liens and encumbrances none of which interfere materially with the interest is use of the property covered thereby in the ordinary course of the business of the Company or such Restricted Subsidiary and which do not, in the opinion of tax counsel the Company, materially detract from the value of recognized standing such properties; Liens existing on the Issue Date; Liens on cash and cash equivalents securing derivatives obligations; provided that the aggregate amount of cash and cash equivalents subject to such liens may at not time exceed $100,000,000; Liens arising solely by virtue of any statutory or in accordance common law provision relating to banker’s liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with a ruling issued creditor depository institution; provided that (a) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Internal Revenue ServiceCompany in excess of those set forth by regulations promulgated by the Federal Reserve Board, includible in gross income of the Holder by reason of Section 103(a)(1and (b) of the Internal Revenue Code (or any successor such deposit account is not intended to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations; (v) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture provide collateral to the extent such commitments are under a secured Debt facility); (vi) depository institution; or any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage Lien referred to in the foregoing paragraphs clauses (1i) to (5xii), inclusive; provided, however, provided that (1) such extension, renewal or replacement Mortgage Lien shall be limited to all or a part of the same property, shares of Capital Stock stock or Debt that secured the Mortgage Lien extended, renewed or replaced (plus improvements on such property) and (2) the principal amount of Debt secured by such Mortgage immediately prior to Lien at such extension, renewal or refunding time is not increased (except any increase increased. Notwithstanding the restrictions contained in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5)); (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien; (viii) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens the Company is contesting in good faith, or liens released by deposit or escrow; (ix) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters; (x) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and (xi) Mortgages on accounts receivable and related contract rights of the Company or any Subsidiary in favor of purchasers or providers of financing under certain financing programs. (c) In addition to the provisions of paragraphs subsection (a) and (b) of this Section, the Company and the Guarantors shall its Restricted Subsidiaries, or any of them, may incur, issue, assume or guarantee Debt secured by Liens without equally and ratably secure securing the 2020 Notes Securities of each Series then Outstanding; provided that at the time of such incurrence, issuance, assumption or guarantee, after giving effect thereto and to the extent retirement of any Debt which is concurrently being retired, the aggregate amount of all outstanding Debt secured by Liens which could not have been incurred, issued, assumed or guaranteed by the Company secures its Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests a Restricted Subsidiary without equally and ratably securing the Credit Facilities are permitted Securities of each Series then Outstanding except for the provisions of this subdivision (b), together with the aggregate amount of Attributable Debt incurred pursuant to the foregoing). This paragraph (c) shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph (c) shall cease to apply and only the provisions in paragraphs (a) and subsection (b) of Section 10.03, does not at such time exceed the greater of (i) $300,000,000 or (ii) 15% of Consolidated Net Tangible Assets of the Company. Notwithstanding the foregoing, any Lien securing the Securities granted pursuant to this Section covenant shall applybe automatically and unconditionally released and discharged upon the release by all holders of the Debt secured by a Lien giving rise to the Lien securing the Securities (including any deemed release upon payment in full of all obligations under such Debt), or, with respect to any particular Principal Property or capital stock of any particular Restricted Subsidiary securing the Securities, upon any sale, exchange or transfer to any person not an Affiliate of the Company of such Principal Property or Capital Stock.